Securities abbreviation: Iray Technology Company Limited(688301) securities code: 688301 Iray Technology Company Limited(688301)
iRay Technology Company Limited
(Room 202, floor 2, building 9, No. 590, Ruiqing Road, Pudong New Area, Shanghai)
Demonstration and analysis report on the scheme of issuing convertible corporate bonds to unspecified objects
January 2002
Section I necessity of securities issuance and variety selection
Iray Technology Company Limited(688301) (hereinafter referred to as "the company" or "the issuer") is a listed company on the science and Innovation Board of Shanghai Stock Exchange. In order to meet the capital needs of the company's development, expand the company's business scale, enhance the company's R & D ability and comprehensive competitiveness, and improve its profitability, the company, in combination with its actual situation, according to 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") and the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the "administrative measures for registration") and other relevant provisions, It is proposed to raise funds by issuing convertible corporate bonds to unspecified objects (hereinafter referred to as "this issuance"; convertible corporate bonds hereinafter referred to as "convertible bonds"). 1、 Types of securities issued this time
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-Shares of the company to be converted in the future will be listed on the science and Innovation Board of Shanghai Stock Exchange. 2、 Feasibility and necessity of the project invested by the raised funds
The investment projects raised by issuing convertible corporate bonds to unspecified objects have been carefully demonstrated by the company. The implementation of the project is conducive to further improving the company's core competitiveness and enhancing the company's sustainable development ability, For detailed analysis, see the feasibility analysis report on the use of funds raised by Iray Technology Company Limited(688301) issuing convertible corporate bonds to unspecified objects published on the website of Shanghai Stock Exchange on the same day.
Section II appropriateness of the selection scope, quantity and standard of the issuing object I. appropriateness of the selection scope of the issuing object
The specific issuance method of convertible corporate bonds shall be determined through consultation between the board of directors (or persons authorized by the board of directors) authorized by the general meeting of shareholders of the company and the sponsor (lead underwriter). The issuance objects of convertible corporate bonds are natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding the securities account of China Securities Depository and Clearing Co., Ltd. Shanghai Branch (except those prohibited by national laws and regulations).
The convertible corporate bonds issued this time are preferentially placed to the original shareholders of the company, and the original shareholders have the right to waive the priority placement right. The specific proportion of priority placement to the original shareholders shall be determined by the board of directors (or the person authorized by the board of directors) authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the market conditions before this issuance, and shall be disclosed in the issuance announcement of convertible corporate bonds. The balance other than the preferential placement of the original shareholders and the part of the original shareholders giving up the preferential placement shall be sold to institutional investors offline and / or through the online pricing issuance of the trading system of Shanghai Stock Exchange, and the balance shall be underwritten by the underwriter.
The selection scope of the offering object complies with the provisions of relevant laws, regulations and normative documents of China Securities Regulatory Commission (hereinafter referred to as "CSRC") and Shanghai Stock Exchange, and the selection scope is appropriate. 2、 Appropriateness of the number of objects to be issued this time
The specific issuance method of convertible corporate bonds shall be determined by the board of directors (or persons authorized by the board of directors) and the sponsor (lead underwriter) authorized by the general meeting of shareholders of the company. The issuance objects of convertible corporate bonds are natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding the securities account of China Securities Depository and Clearing Co., Ltd. Shanghai Branch (except those prohibited by national laws and regulations).
The standards of the issuing objects comply with the relevant laws, regulations and normative documents of the CSRC and Shanghai Stock Exchange, and the number of issuing objects is appropriate. 3、 Appropriateness of standards for the object of this issuance
The object of this convertible bond issuance shall have certain risk identification ability and risk bearing ability, and have corresponding capital strength.
The standards of the issuing object shall comply with the relevant provisions of the registration management measures and other relevant laws, regulations and normative documents, and the standards of the issuing object shall be appropriate.
Section III rationality of the pricing principles, basis, methods and procedures of this issuance I. The pricing principles of this issuance are reasonable
After obtaining the decision of the CSRC on Approving the registration of this issuance, the company will determine the issuance period after consultation with the sponsor (lead underwriter). Pricing principle of this offering:
(I) bond coupon rate
The determination method of the coupon rate of the convertible corporate bonds issued this time and the final interest rate level of each interest bearing year shall be determined by the board of directors (or persons authorized by the board of directors) authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) according to national policies, market conditions and specific conditions of the company before issuance.
Before the issuance of convertible corporate bonds, if the bank deposit interest rate is adjusted, the general meeting of shareholders authorizes the board of directors (or the person authorized by the board of directors) to adjust the coupon rate accordingly.
(II) 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 A-Shares 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 these 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 A-Shares on the previous trading day. The specific initial conversion price shall be determined by the board of directors (or the person authorized 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 conditions before issuance.
The average trading price of the company's A-Shares in the first 20 trading days = the total trading volume of the company's A-Shares in the first 20 trading days / the total trading volume of the company's A-Shares in the last 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 A-Shares on the previous trading day / the total 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 distributes stock dividends, converts to increased share capital, issues additional new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), distributes shares and distributes cash dividends, the company will adjust the conversion price in turn according to the order of the above conditions. The specific adjustment formula of share conversion price is as follows (keep two decimal places and round the last one):
Distribution of stock dividends or conversion to share capital: P1 = P0 / (1 + n);
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 shall be carried out simultaneously: P1 = (P0 － D + a) × k）/（1+n+k）
Where: P0 is the transfer price before adjustment, n is the share dividend or share capital conversion rate, K is the new share price or allotment rate, a is the new share price or allotment price, D is the cash dividend per share, and P1 is the transfer price after adjustment.
When the company changes the above shares and / or shareholders' equity, the conversion price will be adjusted in turn and posted on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）Or other information disclosure media of listed companies designated by the CSRC, and the announcement shall specify the date of share conversion price adjustment, adjustment measures and the period of suspension of share conversion (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 holder's application for conversion shall be executed according to the adjusted conversion price of the company.
When the company's share repurchase, merger, division or any other circumstances may change the class, number 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 converted into shares, the company will, according to the specific circumstances, act in a fair and just manner The conversion price shall be adjusted according to 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, the relevant provisions of the securities regulatory authorities and the Shanghai Stock Exchange. 2、 Rationality of pricing basis for this offering
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 A-Shares 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 these 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 A-Shares on the previous trading day. The specific initial conversion price shall be determined by the board of directors (or the person authorized 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 conditions before issuance.
The average trading price of the company's A-Shares in the first 20 trading days = the total trading volume of the company's A-Shares in the first 20 trading days / the total trading volume of the company's A-Shares in the last 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 A-Shares on the previous trading day / the total trading volume of the company's shares on that day.
The pricing basis of this offering complies with the relevant provisions of registration management measures and other relevant laws, regulations and normative documents, and the pricing basis of the offering is reasonable. 3、 The pricing methods and procedures for this offering are reasonable
The pricing methods and procedures for the issuance of convertible bonds to unspecified objects are in accordance with the relevant provisions of registration management measures and other laws and regulations. The company has convened the board of directors to review and approve the matters related to the issuance of convertible bonds, and disclosed the relevant announcements on the website of Shanghai Stock exchange and the designated information disclosure media, which will be submitted to the general meeting of shareholders of the company for deliberation.
The pricing methods and procedures of this offering comply with the relevant provisions of laws, regulations and normative documents such as the registration management measures, and the pricing methods and procedures of this offering are reasonable.
To sum up, the pricing principles, basis, methods and procedures of this offering comply with the requirements of relevant laws, regulations and normative documents, and the compliance is reasonable.
Section IV feasibility of this issuance method
The company raised funds by issuing convertible corporate bonds to unspecified objects, which meets the relevant issuance conditions stipulated in the securities law and the measures for the administration of registration. 1、 This issuance complies with the provisions of the measures for the administration of registration on the issuance of convertible bonds
(I) the company has a sound and well functioning organization
The company has established the general meeting of shareholders, the board of directors, the board of supervisors and relevant operating institutions in strict accordance with the requirements of the company law, the securities law and other relevant laws, regulations and normative documents, and has a sound corporate governance structure. The issuer has established and improved the management system of each department. The general meeting of shareholders, the board of directors and the board of supervisors exercise their respective rights and perform their respective obligations in accordance with the provisions of the company law, the articles of association and various working systems of the company.
The company complies with the provisions of Article 13 "(I) having a sound and well functioning organization" of the registration management measures.
(II) the average distributable profits in the last three years are sufficient to pay one year's interest on corporate bonds
In 2018, 2019 and 2020, the net profits attributable to the owners of the parent company were 60.5746 million yuan, 96.4088 million yuan and 222.2472 million yuan respectively, and the average three-year distributable profit was 126.4075 million yuan. The issuance of convertible bonds to unspecified objects is calculated as 1435.01 million yuan of raised funds. With reference to the recent issuance interest rate level of convertible corporate bond market and through reasonable estimation, the average distributable profit of the company in the last three years is sufficient to pay one year's interest on convertible corporate bonds.
The company complies with the provisions of Article 13 of the registration management measures "(II) the average distributable profits in the last three years are sufficient to pay one year's interest on corporate bonds".
(III) have reasonable asset liability structure and normal cash flow
On December 31, 2018, December 31, 2019, December 31, 2020 and September 30, 2021, the company's asset liability ratios were 32.68%, 38.99%, 9.03% and 9.73% respectively, and the asset liability structure was reasonable.
Cash flow from operating activities of the company in 2018, 2019, 2020 and January September 2021
The net amount is 19.2925 million yuan, 30.0761 million yuan, 26.232450 yuan and 105.6545 million yuan respectively, and the cash flow is in good condition.
The company complies with the provisions of Article 13 "(III) having a reasonable asset liability structure and normal cash flow" of the registration management measures.
(IV) the current directors, supervisors and senior managers meet the job requirements stipulated by laws and administrative regulations
The current directors, supervisors and senior managers of the company are qualified, can faithfully and diligently perform their duties, have not committed any act in violation of articles 148 and 149 of the company law, and have not been subject to administrative punishment by the CSRC in the last 36 months or public condemnation by the stock exchange in the last 12 months.
The company complies with the provisions of Article 9 of the measures for the administration of registration "(II) the current directors, supervisors and senior managers meet the job requirements stipulated by laws and administrative regulations".
(V) have a complete business system and the ability to directly face the market and operate independently, and there is no situation that has a significant adverse impact on the sustainable operation
The company's personnel, assets, finance, organization and business are independent, can operate and manage independently, has a complete business system and the ability to operate independently directly facing the market, and there is no situation that has a significant adverse impact on the sustainable operation.
The company complies with the registration management office
