Haitong Securities Company Limited(600837)
Recommendation letter on issuance of convertible corporate bonds issued by Guangzhou Wahlap Technology Corporation Limited(301011) gem to unspecified objects
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
April, 2002
Statement
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”) and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”) Relevant laws and administrative regulations such as the Listing Rules of Shenzhen Stock Exchange gem (hereinafter referred to as the “Listing Rules”) and the provisions of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and Shenzhen Stock Exchange shall be honest, trustworthy, diligent and responsible, issue this issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated in accordance with the law, and ensure the authenticity of the documents issued Accuracy and completeness.
catalogue
Declare that 1 catalog Section 1 basic information of this securities issuance three
1、 Name of the sponsor of this securities issuance three
2、 The recommendation representative designated by the recommendation institution and the practice of the recommendation business three
3、 Project Co sponsors and other project personnel designated by the sponsor three
4、 The issuer of this recommendation four
5、 The type of securities issued this time four
6、 The securities issuance plan four
7、 Description of whether the recommendation institution has any situation that may affect the fair performance of recommendation duties fourteen
8、 The sponsor’s internal audit procedures and core opinions on this securities issuance and listing Section II commitments of the sponsor 18 section III recommendation on this securities issuance nineteen
1、 The decision-making procedures for the performance of this securities issuance nineteen
2、 This securities issuance meets the issuance conditions stipulated in the securities law twenty
3、 This securities issuance meets the issuance conditions stipulated in the registration administration measures 21 IV. this securities issuance complies with the Q & A on issuance supervision – supervision on guiding and standardizing the financing behavior of listed companies
Relevant provisions of management requirements (Revised) thirty-one
5、 Main risks of the issuer thirty-two
6、 Market prospect analysis of the issuer thirty-eight
7、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals forty-three
8、 The recommendation conclusion of the recommendation institution on the issuance and listing of Securities forty-four
Basic information of the first securities issue
1、 Name of sponsor for this securities issuance
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “the sponsor”) II. The sponsor’s designated sponsor representative and the practice of the sponsor’s business
The sponsor appointed Zhang Yuheng and Ding Shangjie as the sponsor representatives of Guangzhou Wahlap Technology Corporation Limited(301011) (hereinafter referred to as ” Guangzhou Wahlap Technology Corporation Limited(301011) ,” issuer “or” company “) to issue convertible corporate bonds (hereinafter referred to as” this issuance “) to unspecified objects on the gem.
Zhang Yuheng: sponsor representative of the project, Haitong Securities Company Limited(600837) vice president of investment banking department, master of finance, non practicing member of China Institute of certified public accountants. He has been engaged in investment banking business since 2018. He has participated in Guangzhou Wahlap Technology Corporation Limited(301011) IPO, Beijing Kawin Technology Share-Holding Co.Ltd(688687) IPO, dingjide IPO, Universal Scientific Industrial(Shanghai)Co.Ltd(601231) convertible bonds and other projects. In the practice of recommendation business, he strictly abides by the relevant provisions of the measures for the administration of recommendation and has a good practice record.
Ding Shangjie: sponsor representative of the project, Haitong Securities Company Limited(600837) director of investment banking department, master of engineering. Engaged in investment banking since 2012. Participated in Southern Publishing And Media Co.Ltd(601900) IPO, Guangzhou Wahlap Technology Corporation Limited(301011) IPO, Beijing Kawin Technology Share-Holding Co.Ltd(688687) IPO, dingjide IPO, Nanfang Black Sesame Group Co.Ltd(000716) issuing shares to purchase assets, Roshow Technoiogy Co.Ltd(002617) non-public offering of shares, Universal Scientific Industrial(Shanghai)Co.Ltd(601231) convertible bonds and other projects, strictly abided by the relevant provisions of the measures for the administration of sponsorship and had a good practice record. 3、 Project Co sponsors and other project personnel designated by the recommendation institution (I) Project Co sponsors and their practice of recommendation business
The sponsor designated Ni Yong as the Project Co organizer of this offering.
Ni Yong: CO organizer of the project, Haitong Securities Company Limited(600837) senior manager of investment banking department, master of finance, non practicing member of China Institute of certified public accountants. He has been engaged in investment banking business since 2020 and has participated in Guangzhou Wahlap Technology Corporation Limited(301011) ipo, dingjide IPO and other projects. In the practice of recommendation business, he strictly abides by the relevant provisions of the measures for the administration of recommendation and has a good practice record. (II) other members of the project team
Other members of the project team of this offering: Lei Hao, Cai Jinyu, Yi Shuai and Liu Hangyu.
Chinese name Guangzhou Wahlap Technology Corporation Limited(301011)
English Name: Guangzhou wahlap Technology Corporation Limited
The registered capital is 86.8 million yuan
Legal representative: Su Benli
Stock abbreviation Guangzhou Wahlap Technology Corporation Limited(301011)
Stock code Guangzhou Wahlap Technology Corporation Limited(301011)
Place of listing: Shenzhen Stock Exchange
Registered address and office address: No. 28, Lianyun erheng Road, Shiqi Town, Panyu District, Guangzhou (floors 1-8)
Registration time: August 20, 2010
Postal Code: 511450
Tel: 02039226222
Fax No.: 02039226333
Internet address: www.wahlap.com com.
E-mail [email protected].
Department in charge: Securities Department
Person in charge of information disclosure and Investor Relations: Cai Ying
Tel: 02039226222
5、 Type of securities issuance
Guangzhou Wahlap Technology Corporation Limited(301011) gem issues convertible corporate bonds to unspecified objects.
6、 The securities issuance plan (I) types of securities issued
The type of securities issued this time is convertible corporate bonds (hereinafter referred to as “convertible bonds”) that can be converted into A-share 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
In accordance with the provisions of relevant laws and regulations and in combination with the company’s financial situation and investment plan, the total amount of convertible bonds to be issued this time shall not exceed 350 million yuan (including this amount). The specific issuance scale shall be submitted to the general meeting of shareholders to authorize the board of directors to determine within the above limit.
(III) face value and issue price
The face value of each convertible bond issued this time is 100 yuan, which is issued at face value. (IV) bond term
The duration of the convertible bonds issued this time is six years from the date of issuance. (V) coupon rate
The determination method of the coupon rate of the convertible bonds issued this time and the final interest rate level of each interest bearing year shall be submitted to the general meeting of shareholders of the company to authorize the board of directors of the company to negotiate and determine with the sponsor (lead underwriter) according to national policies, market conditions and specific conditions of the company before this issuance. (VI) term and method of repayment of principal and interest
The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and return the principal and interest of the last year when due.
1. Annual interest calculation
Annual interest refers to the current interest enjoyed by the holders of convertible corporate bonds for each full year from the first date of issuance of convertible corporate bonds according to the total face value of convertible corporate bonds.
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 corporate bonds held by the holders of convertible corporate bonds issued this time on the date of interest payment creditor’s rights registration in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: Refers to the current year’s coupon rate of convertible corporate bonds.
2. Interest payment method
(1) The convertible corporate 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 issuance of convertible corporate bonds.
(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 convertible corporate 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.
The ownership of interest and dividends in the year of share conversion shall be determined by the board of directors of the company in accordance with relevant laws and regulations and the provisions of Shenzhen Stock Exchange.
(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 corporate bonds that apply 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 holders of convertible corporate bonds shall be borne by the holders.
3. Repayment of principal and interest on maturity
The company will complete the repayment of the principal and interest of the bond balance within five working days after the expiration of the convertible bond. (VII) term of share conversion
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 to the maturity date of convertible corporate bonds. (VIII) determination and adjustment of share conversion price
1. Determination basis of initial conversion price
The initial conversion price of the convertible corporate bonds issued this time shall not be lower than the average trading price of the company’s 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 average trading 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 shares on the previous trading day, The specific initial share conversion price shall be determined by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) according to the market and the specific situation of the company before the issuance.
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 trading volume of the company’s shares on the previous trading day ÷ the trading volume of the company’s shares on that day.
2. Adjustment method and calculation formula of conversion price
After this issuance, if the company’s shares change due to the distribution of bonus shares, conversion to share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allotment of shares and distribution of cash dividends, the conversion price will be adjusted according to the following formula (retain two decimal places and round the last one):
÷ share capital increase (P0 + 1);
Additional shares or allotment: P1 = (P0 + a) × k）÷（1+k）；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × k) ÷ (1+n+k);
Cash dividend: P1 = p0-d;
The above three items are carried out simultaneously: P1 = (P0 – D + a) × k）÷（1+n+k）。
Where: P1 is the adjusted transfer price; P0 is the transfer price before adjustment; N is the ratio of bonus shares or share capital conversion; A is the new share price or allotment price; K is the ratio of additional shares or allotment; D is cash dividend per share. When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish the announcement of conversion price adjustment on the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment, adjustment method and suspension period (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible corporate bonds issued this time and before the registration date of conversion shares, the application of the holder for conversion of shares shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase (except for share repurchase due to equity incentive and performance commitment), merger, division or any other circumstances, which may change the class, quantity and / or shareholders’ equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible corporate bonds issued this time or the derivative rights and interests of convertible bonds, the company will, according to the specific circumstances, according to fairness, impartiality The conversion price shall be adjusted in accordance with the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible corporate bonds issued this time. The adjustment contents and operation methods of the conversion price will be formulated in accordance with the relevant national laws and regulations and the relevant provisions of the securities regulatory department at that time. (IX) downward correction clause of share conversion price
1. Correction authority and correction range
During the duration of the convertible corporate bonds issued this time, when the closing price of the company’s shares is lower than 85% of the current conversion price for at least 15 trading days in any 30 consecutive trading days, the board of directors of the company has the right to propose a downward correction plan for the conversion price and submit it to the shareholders’ meeting of the company for deliberation and voting.
The above plan can be implemented only after more than two-thirds of the voting rights held by the shareholders attending the meeting are approved. When voting at the general meeting of shareholders, shareholders holding convertible corporate bonds issued this time shall withdraw. The revised conversion price shall not be lower than the average trading price of the company’s shares on the 20th trading day before the convening of the general meeting of shareholders and the average trading price of the company’s shares on the previous trading day.
If the conversion price has been adjusted within the above 30 trading days, it shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days.
2. Correction procedure
If the company decides to revise downward
