Securities code: Jiangsu Yuxing Film Technology Co.Ltd(300305) securities abbreviation: Jiangsu Yuxing Film Technology Co.Ltd(300305) Announcement No.: 2022011 Jiangsu Yuxing Film Technology Co.Ltd(300305)
Announcement on issuing convertible corporate bonds to unspecified objects
Sponsor (lead underwriter):
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
Jiangsu Yuxing Film Technology Co.Ltd(300305) (hereinafter referred to as ” Jiangsu Yuxing Film Technology Co.Ltd(300305) “, “issuer” or “company”) and Donghai Securities Co., Ltd. (hereinafter referred to as “Donghai securities”, “sponsor (lead underwriter)” or “lead underwriter”) in accordance with the securities law of the people’s Republic of China and 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 companies listed on the gem (for Trial Implementation) (order [No. 168] of the CSRC), 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”) “Chapter III refinancing, M & A and reorganization, Section III issuance of convertible corporate bonds to unspecified objects” and other relevant provisions of the guidelines for self-regulation and supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, and organize the implementation of this issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as “convertible bonds” or “Yuxing convertible bonds”).
The convertible corporate bonds issued this time will be placed preferentially to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “CSDCC Shenzhen Branch”) after the closing of the market on the equity registration date (April 8, 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.
1、 Key issues for investors
The key tips of this convertible bond issuance in the issuance process, subscription, payment and disposal of investors’ abandonment are as follows:
1. The preferred placing date of the original shareholders of this offering and the online subscription date are April 11, 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 priority placement, the original shareholders 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 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. 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. The Shenzhen Stock Exchange has formulated the necessary provisions for the disclosure of investment risk of convertible corporate bonds issued to unspecified objects. From October 26, 2020, if investors participate in the purchase transaction 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 member 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.
5. After winning the subscription of convertible bonds, online investors shall perform the obligation of capital settlement in accordance with the announcement on the winning number of Jiangsu Yuxing Film Technology Co.Ltd(300305) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the “announcement on the winning number”), so as to ensure that their capital account will have sufficient subscription funds on April 13 (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).
6. When the total number of convertible bonds subscribed by the original shareholders and online investors is less than 70% of the number of this issuance, or when the total number of convertible bonds subscribed by the original shareholders and 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, Choose an opportunity to restart the release.
The part of the subscription amount of this issuance less than 60 million yuan 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. 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 RMB 180 million. 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, the recommendation institution (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 recommendation institution (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.
7. 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 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.
8. Once an investor’s entrustment is accepted, it shall not cancel the order.
9. The self operated account of the sponsor (lead underwriter) of this offering shall not participate in the subscription.
10. There is no guarantee for the issuance of convertible corporate bonds. The company did not provide guarantee measures for the issuance of convertible corporate 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.
11. All the convertible bonds and shares issued this time are new shares.
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.
2、 The convertible bonds issued this time are divided into two parts
(I) implement preferential placement to the original A-share shareholders registered after the closing of the stock market on the equity registration date (April 8, 2022, t-1). Of which:
1. The preferential subscription of the original A-share shareholders is carried out through the trading system of Shenzhen Stock Exchange, the placing code is “380305”, and the placing is referred to as “Yuxing debt distribution” for short; If the number of convertible bonds subscribed by the original shareholders for online priority placement is less than 1, it shall be implemented in accordance with 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 preferred subscriptions less than 1 shall be sorted according to the number, and the small number shall be carried forward to the large number of original shareholders participating in the priority subscription, To achieve the minimum bookkeeping unit of 1 sheet, cycle until all are allocated. For the business department, the number of shares that can be subscribed shall be calculated based on the shares entrusted in each business department, and the placement 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 preferred placement, the original shareholders can also participate in the online subscription of the balance after the preferred stock placement.
(II) the balance of priority allocation and after-sales is issued through the online pricing of the trading system of Shenzhen Stock Exchange. The subscription code is “370305”, and the subscription is referred to as “Yuxing bond issuance”. The minimum subscription unit of each securities account participating in this online pricing 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.
Important tips
1. Jiangsu Yuxing Film Technology Co.Ltd(300305) this issuance of convertible bonds to unspecified objects has been approved and registered by the CSRC in the document of “CSRC license [2022] No. 492”. The convertible bonds issued this time are referred to as “Yuxing convertible bonds” for short, and the bond code is “123144”.
2. This time, Shanghai Pudong Development Bank Co.Ltd(600000) 000 yuan of convertible bonds are issued, with a face value of 100 yuan each, totaling Shanghai Pudong Development Bank Co.Ltd(600000) 0 pieces, which are issued at face value.
3. The convertible bonds issued this time will be preferentially placed to the original shareholders registered by CSDCC Shenzhen Branch after the closing of the market on the equity registration date (April 8, 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 by CSDCC Shenzhen Branch after the closing of the equity registration date (April 8, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds with a par value of RMB 2.1262 per share, and then converted into the number of pieces according to the proportion of RMB 100 per piece. Each piece (RMB 100) is an application unit. The preferential placement of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placement is referred to as “Yuxing bond distribution” for short, and the placement code is “380305”.
If the number of convertible bonds subscribed by the original shareholders for online priority placement is less than 1, it shall be implemented in accordance with the business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, that is, the number of preferred subscriptions less than 1 shall be sorted according to the size of the number, and the small number shall be carried forward to the large number of original shareholders participating in the priority subscription, so as to reach the minimum bookkeeping unit of 1, which shall be carried out in a circular manner until all of them are allocated.
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 part of the balance after participating in the online priority placement.
The issuer has a total share capital of 288753000 A shares, including 6566000 treasury shares. Treasury shares do not enjoy the priority placement right of the original shareholders, that is, the total share capital with the priority placement right of the original shareholders is 282187000 shares. According to the proportion of preferred placement in this issuance, the total amount of convertible bonds that can be preferentially placed by the original A-share shareholders is 5999859, accounting for about 999977% of the total amount of convertible bonds issued this time. Since less than one piece is executed in accordance with the business guide for securities issuers of China Clearing Shenzhen Branch, the total number of final priority placements may be slightly different.
5. Public investors participate in online issuance through the trading system of Shenzhen Stock Exchange. Online issuance and subscription is referred to as “Yuxing bond issuance” for short, and the subscription code is “370305”. 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 the subscription quantity of each account is 10000 sheets (1 million yuan). If the upper limit of the subscription is exceeded, the excess part is invalid. At the time of subscription, investors are not required to pay subscription funds.
6. There is no holding period limit for the issued Yuxing convertible bonds, and investors can trade the placed Yuxing convertible bonds on the first day of listing. All convertible corporate bonds issued this time are converted into shares from newly added shares.
7. The issuance of convertible bonds is not listed. The issuer will go through the relevant listing procedures as soon as possible after the issuance of convertible bonds, and the listing matters will be announced separately.
8. Investors must pay attention to the issuance method, issuance object, subscription time, subscription method, subscription rules, subscription procedures, subscription quantity, subscription fund payment and investment of Yuxing convertible bonds in the announcement
