Securities abbreviation: Guangdong Haomei New Materials Co.Ltd(002988) securities code: 002988 Announcement No.: 2022-006 Guangdong Haomei New Materials Co.Ltd(002988)
Announcement on public issuance of convertible corporate bonds
Sponsor (lead underwriter): Everbright Securities Company Limited(601788)
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
Guangdong Haomei New Materials Co.Ltd(002988) (hereinafter referred to as ” Guangdong Haomei New Materials Co.Ltd(002988) “, “issuer”, “company” or “the company”) and Everbright Securities Company Limited(601788) (hereinafter referred to as “sponsor (lead underwriter)” “Lead underwriter” or ” Everbright Securities Company Limited(601788) “) in accordance with the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the 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 (revised in December 2018) (hereinafter referred to as the “detailed rules”) and Issuance of convertible corporate bonds (hereinafter referred to as “convertible bonds”) in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – business handling (SZS [2022] No. 26) and other relevant provisions. The convertible bonds issued in this public offering shall be placed preferentially to the original shareholders of the issuer registered with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “China Securities Depository and clearing Shenzhen Branch” or “registration company”) after the closing of the market on January 21, 2022 (t-1), The balance after the preferential placement of the original shareholders (including the part abandoned by the original shareholders) 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.) Promulgated implementation rules.
Important tips on the issuance process, subscription application, payment and disposal of investors’ abandonment are as follows:
1. The priority placement date of the original shareholders of the convertible bond issuance and the online subscription date are January 24, 2022 (t day), and the online subscription time is 9:15 ~ 11:30 and 13:00 ~ 15:00 on t day. When the original shareholders participate in the priority placement, they shall pay the capital in full according to the number of convertible bonds preferentially placed within their priority placement limit. When the original shareholders and public investors participate in the online subscription of the balance after the priority placement, they do not need to pay the subscription fund.
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. If the 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 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 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 January 21, 2022 (t-1).
4. After winning the subscription of convertible bonds, online investors shall fulfill the obligation of capital settlement in accordance with the announcement on the winning number of Guangdong Haomei New Materials Co.Ltd(002988) public issuance of convertible corporate bonds, and ensure that their capital account will have sufficient subscription funds on January 26 (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 abandoning 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. The part that online 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 preferentially subscribed by the original shareholders and the number of convertible bonds subscribed by online investors is less than 70% of the number of this issuance, the issuer and the lead underwriter will negotiate whether to take measures to suspend the issuance, and report to the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) in a timely manner. If the issuance is suspended, The reasons for suspension of issuance and subsequent arrangements will be disclosed. When the issuance is suspended, the online investor’s winning convertible bonds are invalid and are not registered in the name of the investor.
The part of the subscription amount of this issuance less than 824 million yuan shall be underwritten by the lead underwriter. The underwriting base is 824 million yuan. The lead underwriter determines 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 amount of this issuance, that is, in principle, the maximum underwriting amount is 247.2 million yuan. When the underwriting ratio exceeds 30% of the total amount of this issuance, the lead underwriter will start the internal underwriting risk assessment procedure and communicate with the issuer: if it is determined to continue to perform the issuance procedure, the final underwriting ratio will be adjusted; If it is determined to take measures to suspend the issuance, it will timely report to the CSRC, announce the reasons for suspending 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 three 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 six 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 the investor as a unit. 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 its securities accounts, the number of times of abandonment shall be calculated cumulatively. 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 securities account registration data are the same, statistics shall be made according to different investors.
7. The self operated account of the sponsor (lead underwriter) of this offering shall not participate in this subscription.
8. The convertible bonds issued this time are all new 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 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. Guangdong Haomei New Materials Co.Ltd(002988) this public offering of convertible corporate bonds has been approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2021] No. 1182.
2. A total of 824 million yuan of convertible bonds were issued, with a face value of 100 yuan each, totaling 8.24 million pieces, which were issued at face value.
3. The convertible corporate bonds issued this time are referred to as “Haomei convertible bonds” for short, and the bond code is “127053”. 4. The convertible bonds issued this time are preferentially placed to the original shareholders of the issuer registered by CSDCC Shenzhen Branch after the closing of the equity registration date (January 21, 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) is 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 shares of the issuer registered after the closing of the stock market on the equity registration date (January 21, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of 3.5399 yuan of convertible bonds per share, and then converted into a number of pieces per 100 yuan / piece, and each piece is an subscription unit.
The preferred placement of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placement code is “082988”, and the placement is referred to as “Haomei debt distribution” for short. If the original shareholders are unable to make placement through the trading system of Shenzhen stock exchange due to special reasons, they shall subscribe at the sponsor (lead underwriter). The above-mentioned original shareholders who cannot exercise the preemptive right online due to special reasons shall correctly fill in the offline preemptive subscription form of original shareholders of Guangdong Haomei New Materials Co.Ltd(002988) convertible corporate bonds (hereinafter referred to as “offline preemptive subscription form”) in accordance with the requirements of this announcement, and prepare relevant materials and send them to the e-mail of the sponsor (lead underwriter): [email protected]. 。
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 guidelines of the securities issuer of CSDCC 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, so as to achieve the minimum bookkeeping unit of 1, which shall be carried out in a circular manner until all allocations are completed.
The current total share capital of the company is 232770000 shares (no treasury shares of special repurchase account). Calculated according to the priority placement proportion of this issuance, the total upper limit of convertible bonds that can be preferentially placed by the original shareholders is 8239825, accounting for about 99.9979% 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 Securities Depository and Clearing Corporation Limited Shenzhen Branch (hereinafter referred to as the “business guide for securities issuers of China Securities Depository and Clearing Corporation 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 online priority placement, they shall pay the full amount of funds at the time of subscription on January 24, 2022 (t day). The balance of the original shareholders participating in the preferential allocation and after-sales online subscription does not need to pay the subscription fund.
6. Public investors participate in online subscription through the trading system of Shenzhen Stock Exchange. The subscription code is “072988”, and the subscription is referred to as “Haomei bond issuance”. The minimum subscription quantity of each account is 10 sheets (1000 yuan). 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). The excess is invalid. 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, or if the investor uses the same securities account to participate in the subscription for many times, the first subscription of the investor shall be valid, and the other subscriptions shall be 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. Haomei convertible bonds issued this time do not set the holding period limit, and investors can trade Haomei convertible bonds placed on the first day of listing.
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. All the convertible bonds and shares issued this time are new shares.
10. Investors must pay attention to the specific provisions in the announcement on the issuance method, issuance object, placement / issuance method, subscription time, subscription method, subscription procedure, subscription price, subscription quantity, payment of subscription funds, disposal of investors’ abandonment, etc.
11. 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 Haomei convertible bonds shall comply with relevant laws and regulations and relevant provisions of the CSRC, and bear corresponding legal liabilities.
12. This announcement only gives a brief explanation to investors on matters related to the issuance of Haomei convertible bonds and does not constitute any investment suggestions for the issuance of Haomei convertible bonds. Investors who want to know more about the issuance of Haomei convertible bonds, please read the statement on the public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”), The summary of the Prospectus has been published in the securities times, Shanghai Securities News, China Securities News and Securities Daily on January 20, 2022 (T-2). Investors can go to http://www.cn.info.com.cn Query the full text of the prospectus and relevant materials of the offering.
13. Investors shall fully understand the risk factors of the issuer, carefully judge its operation 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 shall 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.
14. For other matters related to this offering, the issuer and the sponsor (lead underwriter) of this offering will, as necessary, report to the securities times, Shanghai Securities News, China Securities News, securities daily 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, Guangdong Haomei New Materials Co.Ltd(002988) , company: refers to Guangdong Haomei New Materials Co.Ltd(002988)
Convertible bonds and convertible bonds: refer to convertible corporate bonds
Haomei convertible bonds: refers to 824 million yuan of convertible corporate bonds issued by the issuer
This issuance refers to the issuer’s issuance of 824 million yuan of convertible corporate bonds
Sponsor (lead underwriter), lead underwriter
