Securities code: Hangzhou Shenhao Technology Co.Ltd(300853) securities abbreviation: Hangzhou Shenhao Technology Co.Ltd(300853) Announcement No.: 2022014 Hangzhou Shenhao Technology Co.Ltd(300853)
Announcement on issuing convertible corporate bonds to unspecified objects
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.
hot tip
Hangzhou Shenhao Technology Co.Ltd(300853) (hereinafter referred to as ” Hangzhou Shenhao Technology Co.Ltd(300853) ” or “issuer”) and Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor (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]) 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 3 of Chapter III refinancing, M & A and reorganization, issuing convertible corporate bonds to unspecified objects” of the “self regulatory guide for companies listed on the gem of Shenzhen stock exchange No. 1 – business handling” And other relevant provisions to issue convertible corporate bonds to unspecified objects (hereinafter referred to as “convertible bonds”). The convertible bonds issued to unspecified objects 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. The balance after the preferential placement of the original shareholders (including the part abandoned by the original shareholders) will be 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.) Relevant regulations published. 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:
1. The priority placement date of the original shareholders of this convertible bond issuance and the online subscription date are March 18, 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 18, 2022 (t day), they shall pay the capital in full according to the number of convertible bonds under the priority placement within their priority placement limit. The original shareholders and public investors do not need to pay the subscription fund when making online subscription on March 18, 2022 (t day).
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 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, it 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. 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 T-1 day.
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 Hangzhou Shenhao Technology Co.Ltd(300853) 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 22 (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 Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “CSDCC”), the minimum unit to give up subscription is one. The part that investors give up subscription shall be underwritten by the 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 issue, the issuer and the 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 choose the opportunity to restart the issuance. When the issuance is suspended, the online investors’ winning convertible bonds are invalid and not registered in the name of the investors.
The part of the subscription amount of this issuance less than 550 million yuan shall be underwritten by the lead underwriter. The lead underwriter shall determine 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 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. 6. 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.
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 underwriter of this issuance 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. The convertible corporate bonds issued this time are converted into shares only from new shares.
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, 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 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
1. Preferential placement shall be implemented to the original shareholders registered after the closing of the stock market on the equity registration date (March 17, 2022, t-1). Of which:
(1) The preferential subscription of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placing code is “380853”, and the placing is referred to as “Shenhao debt distribution” for short; If the number of convertible bonds preferentially placed online by the original shareholders is less than 1, it shall be implemented according to the business guide for securities issuers of China Securities Depository and Clearing Corporation Shenzhen Branch (hereinafter referred to as the “business guide for securities issuers of China Securities Depository and Clearing Corporation Shenzhen Branch”), that is, the number of preferentially subscribed bonds less than 1 shall be sorted according to the number, Carry the small amount to the large number of original shareholders participating in the preferential subscription, so as to reach the minimum bookkeeping unit of 1 piece, and cycle until all allocation is completed.
(2) If the ” Hangzhou Shenhao Technology Co.Ltd(300853) ” 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 Shenzhen Stock Exchange.
(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. The balance after the preferential placement of the original shareholders is issued to the public investors online 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 securities account participating in this online 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 part is invalid.
1. Hangzhou Shenhao Technology Co.Ltd(300853) the issuance of convertible corporate bonds (hereinafter referred to as “Shenhao convertible bonds” or “convertible bonds”) to unspecified objects has been approved for registration by the China Securities Regulatory Commission in the document of CSRC license [2022] No. 233. The convertible bonds issued this time are referred to as “Shenhao convertible bonds” for short, and the bond code is “123142”.
2. The issue of 550 million yuan of convertible bonds, each with a face value of 100 yuan, a total of 5.5 million pieces, are issued at face value.
3. The convertible corporate bonds issued to unspecified objects 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 17, 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 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). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds of RMB 3.7432 per share, and converted into the number of convertible bonds at the rate of RMB 100 per share. 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 system of Shenzhen Stock Exchange. The placement code is “380853”, and the placement is referred to as “Shenhao bond distribution”.
5. 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. 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.
6. Public investors participate in online issuance 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), 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 upper limit of each account is 10000 sheets (1 million yuan), and the excess is invalid. At the time of subscription, investors do not need to pay the subscription fund. 7. There is no limit on the holding period of Shenhao convertible bonds issued this time. Investors can trade Shenhao convertible bonds placed on the first day of listing. The convertible bonds and shares are only from the newly added 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. Investors should pay attention to the specific provisions in the announcement on the issuance method, issuance object, placement / issuance method, purchase time, purchase method, purchase procedure, purchase price, coupon rate, purchase quantity, payment of subscription funds and disposal of investors’ abandonment of purchase.
10. 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 Shenhao convertible bonds shall comply with relevant laws and regulations and relevant provisions of the CSRC, and bear corresponding legal liabilities.
11. This announcement only explains the matters related to the issuance of Shenhao convertible bonds to investors, and does not constitute any investment suggestions for the issuance of Shenhao convertible bonds. Investors who want to know more about the convertible bonds of Shenhao, please read the prospectus for issuing convertible corporate bonds to unspecified objects on Hangzhou Shenhao Technology Co.Ltd(300853) gem (hereinafter referred to as the prospectus). The suggestive announcement on the prospectus of Hangzhou Shenhao Technology Co.Ltd(300853) gem issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the “suggestive announcement of the prospectus”) has been published in the securities times on March 16, 2022 (T-2). Investors can also visit http://www.cn.info.com.cn Refer to the full text of the prospectus and the relevant materials of this offering.
12. 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.
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