Securities code: Lets Holdings Group Co.Ltd(002398) securities abbreviation: Lets Holdings Group Co.Ltd(002398) Announcement No.: 2022015 Lets Holdings Group Co.Ltd(002398)
Announcement on public issuance of convertible corporate bonds
Sponsor (lead underwriter): Guotai Junan Securities Co.Ltd(601211)
Lets Holdings Group Co.Ltd(002398) and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
hot tip
Lets Holdings Group Co.Ltd(002398) (hereinafter referred to as ” Lets Holdings Group Co.Ltd(002398) ,” company “or” issuer “) and Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as” Guotai Junan Securities Co.Ltd(601211) , “recommendation institution (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]) The detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (revised in December 2018) (hereinafter referred to as the “detailed rules”) and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – business handling (SZS [2022] No. 26) and other relevant regulations stipulate the public issuance of convertible corporate bonds (hereinafter referred to as “convertible bonds” or “leizhi convertible bonds”).
The convertible corporate bonds issued to the public will be placed preferentially to the original shareholders registered in the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “CSDCC Shenzhen Branch” or “registration company”) after the closing of the market on the equity registration date (April 20, 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 application, payment and disposal of investors’ abandonment are as follows:
1. The preferred placement date of the original shareholders of this convertible bond issuance and the online subscription date are April 21, 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 April 21, 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 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 does not 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. 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 the subscription is confirmed, it shall not be revoked.
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 perform the obligation of capital settlement in accordance with the announcement of online winning results of Lets Holdings Group Co.Ltd(002398) public offering of convertible corporate bonds (hereinafter referred to as the announcement of online winning results), so as to ensure that their capital account will have sufficient subscription funds on April 25 (T + 2) 2022, and 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. Guotai Junan Securities Co.Ltd(601211) underwrites the part that investors give up subscription.
5. When the total number of convertible bonds subscribed by the original shareholders and the number of convertible bonds subscribed by online investors are 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 are less than 70% of the number of this issue, the issuer and Guotai Junan Securities Co.Ltd(601211) will negotiate whether to take measures to suspend the issuance. If the issuance is suspended, The issuer and Guotai Junan Securities Co.Ltd(601211) will report to the CSRC and the Shenzhen Stock Exchange in a timely manner, disclose the reasons for the suspension of issuance and subsequent arrangements, and choose an opportunity to restart the issuance within the validity period of the approval.
The part of the subscription amount of this issuance less than 396.3 million yuan shall be underwritten by Guotai Junan Securities Co.Ltd(601211) Party A. The underwriting base of this issuance is 396.3 million yuan. The final placement result and underwriting amount of Guotai Junan Securities Co.Ltd(601211) are determined according to the online capital arrival. The underwriting proportion of Guotai Junan Securities Co.Ltd(601211) shall not exceed 30% of the total amount of this issuance, that is, the maximum underwriting amount is 118.89 million yuan. When the actual underwriting ratio exceeds 30% of the total amount of this issuance, Guotai Junan Securities Co.Ltd(601211) will start the internal risk assessment procedure and negotiate with the issuer; If it is determined to continue to perform the issuance procedures, Guotai Junan Securities Co.Ltd(601211) will adjust the final underwriting proportion, fully underwrite the amount of insufficient subscription amount of investors, and report to the CSRC and Shenzhen Stock Exchange in time; If it is determined to take measures to suspend the issuance, Guotai Junan Securities Co.Ltd(601211) and the issuer will timely report to the CSRC and 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 an online investor has won the lottery for 3 times but failed to pay in full within 12 consecutive months, it shall not participate in the subscription of online new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds within 6 months (calculated according to 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 times 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 accounts of the members of the underwriting syndicate of this offering shall not participate in online subscription.
8. The convertible corporate bonds only use new shares to convert shares.
9. 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.
Important tips
1. Lets Holdings Group Co.Ltd(002398) this public offering of convertible corporate bonds has been approved by the CSRC in Document No. [2022] 409.
2. The total amount of convertible bonds issued this time is 396.3 million yuan, with a face value of 100 yuan each, totaling 3.963 million pieces, which are issued at face value.
3. The convertible bonds issued this time are referred to as “leizhi convertible bonds” for short, and the bond code is “127062”.
4. The leizhi convertible bonds issued this time will be preferentially placed to the original A-share shareholders registered by the issuer after the closing of the equity registration date (April 20, 2022, t-1). The balance of the original A-share shareholders after the preferential placement (including the part of the original A-share shareholders giving up the preferential placement) will be issued to the public investors through the online trading system of Shenzhen Stock Exchange.
5. The number of convertible bonds that can be preferentially placed by the original shareholders is the number of Lets Holdings Group Co.Ltd(002398) shares registered after the closing of the stock market on the equity registration date (April 20, 2022, t-1). According to the proportion of placing convertible bonds of 0.5502 yuan per share, and converted into the number of convertible bonds of 100 yuan per piece, each one is an application unit, that is, placing Jiangling Motors Corporation Ltd(000550) 2 convertible bonds 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 Shenzhen stock exchange system. The placement code is “082398”, and the placement is referred to as “leizhi bond distribution”. The original shareholders can decide the amount of convertible bonds actually subscribed according to their own conditions.
The part of the original shareholders’ online priority placement of less than 1 piece shall be implemented in accordance with the business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as the “business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch”), that is, the priority subscription quantity of less than 1 piece shall be sorted according to the quantity, and the small quantity shall be carried forward to the large number of original shareholders participating in the priority subscription, Take the minimum bookkeeping unit as one sheet, and cycle until all are allocated.
The issuer has a total share capital of 720230406 A shares (no treasury shares), and the share capital that can participate in the preferred placement of this issuance is 720230406. According to the proportion of preferred placement in this issuance, the total upper limit of convertible bonds that can be preferentially placed by the original A-share shareholders is 3962707, accounting for about 999926% 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 subscription of the balance after the priority placement. 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 April 21, 2022 (t day). When the original shareholders participate in the online subscription of the balance after the priority placement, they do not need to pay the subscription fund.
6. General public investors participate in the online subscription of the balance after the priority placement of the issuer’s original shareholders through the trading system of Shenzhen Stock Exchange. The subscription code is “072398”, and the subscription is referred to as “leizhi 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 the subscription quantity of each account is 10000 sheets (1 million yuan). If the upper limit of the subscription is exceeded, the excess is invalid. At the time of subscription, investors do not need to pay the subscription fund.
Once the subscription is confirmed by the trading system of Shenzhen Stock Exchange, it shall not be revoked.
7. There is no holding period limit for the issued leizhi convertible bonds. Investors can trade the placed leizhi convertible bonds on the first day of listing, and the convertible bonds to shares this time only come from new shares.
8. 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.
9. Investors must pay attention to the specific provisions in the announcement on the issuance method, issuance object, purchase time, purchase method, purchase procedure, 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 applying for and holding leizhi 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 Lei Zhi convertible bonds and does not constitute any investment proposal for the issuance of Lei Zhi convertible bonds. Investors who want to know more about the convertible bonds, please read the prospectus for Lets Holdings Group Co.Ltd(002398) public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”), which was posted on cninfo.com.cn on April 19, 2022 (T-2) Disclosure.
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.
13. For other matters related to this offering, the issuer and the recommendation institution (lead underwriter) will, as necessary, report to the securities times and cninfo (www.cn. Info. Com. CN.) Please pay attention to the timely announcement on the website.
interpretation
Unless otherwise specified, the following words have the following meanings in this issuance announcement:
Issuer, Lets Holdings Group Co.Ltd(002398) , company refers to Lets Holdings Group Co.Ltd(002398)
Convertible corporate bonds, convertible bonds and convertible bonds refer to the 396.3 million yuan of convertible corporate bonds and leizhi convertible bonds issued by the issuer this time
This issuance refers to the issuer’s issuance of 396.3 million yuan of convertible corporate bonds
Sponsor (lead underwriter) and guotaijun refer to Guotai Junan Securities Co.Ltd(601211) an
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Registration company and CSDCC Shenzhen Branch refer to China Securities Depository and Clearing Co., Ltd
