Securities code: 603186 securities abbreviation: Zhejiang Wazam New Materials Co.Ltd(603186) Announcement No.: 2022-010 Zhejiang Wazam New Materials Co.Ltd(603186)
Announcement on public issuance of convertible corporate bonds
Sponsor (lead underwriter): China Industrial Securities Co.Ltd(601377)
The board of directors and all directors of the company 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
Zhejiang Wazam New Materials Co.Ltd(603186) (hereinafter referred to as ” Zhejiang Wazam New Materials Co.Ltd(603186) “, “issuer” or “company”) China Industrial Securities Co.Ltd(601377) (hereinafter referred to as ” China Industrial Securities Co.Ltd(601377) “, “sponsor (lead underwriter)” or “lead underwriter”) 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]) and the detailed rules for the implementation of convertible corporate bond issuance of listed companies on Shanghai Stock Exchange (revised in December 2018) (SZF [2018] No. 115) (hereinafter referred to as “implementation rules”), guidelines for securities issuance and listing business of Shanghai Stock Exchange (revised in 2018) (SZF [2018] No. 42), guidelines for securities issuance and underwriting business of Shanghai Stock Exchange No. 2 – handling of securities issuance and listing business of listed companies (Szh [2021] No. 323) And other relevant regulations to organize and implement the public offering of convertible corporate bonds (hereinafter referred to as “convertible bonds” or “Huazheng convertible bonds”).
The convertible bonds issued to the public will be placed preferentially to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “China Securities Depository and clearing Shanghai Branch”) after the closing of the market on the equity registration date (January 21, 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 online to the public investors through the trading system of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) (hereinafter referred to as “online issuance”), and the investors are invited to carefully read this announcement.
The issuer has a total share capital of 142025312 shares, 0 shares held in the special securities repurchase account of the issuer, and the A-share share capital that can participate in the preferred placement of this issuance is 142025312 shares. If the number of share capital that the company can participate in the placement changes by the equity registration date (January 21, 2022, t-1), the company will start from the subscription
The announcement on the adjustment of the placing proportion of the original shareholders of convertible bond issuance shall be disclosed on the commencement date (January 24, 2022, t). 1、 Key issues for investors
Important tips on the issuance process, subscription application, payment and disposal of investors’ abandonment are as follows:
1. Special concerns of prior placement of original shareholders
(1) The preferred placement of the original shareholders is through online subscription. The issuance of convertible bonds is placed preferentially to the original shareholders, and there is no distinction between tradable shares with limited sale conditions and tradable shares with unlimited sale conditions. In principle, the original shareholders are placed through online subscription through the trading system of Shanghai Stock Exchange, and the clearing and settlement and securities registration are carried out by China Clearing Shanghai Branch. The securities allocated to the original shareholders are negotiable securities with unlimited sales conditions.
There is no offline placement by the original shareholders in this issuance.
The preferred placement subscription and payment date of the original shareholders of the convertible bond issuance is January 24, 2022 (t day). The preferred subscription of all the original shareholders (including shareholders with restricted sales conditions) is conducted through the trading system of Shanghai Stock Exchange. The subscription time is 9:30-11:30 and 13:00-15:00 on January 24, 2022 (t day). The placement code is “753186”, and the placement is referred to as “Huazheng bond distribution”.
(2) Adjustment of the actual placing proportion of the original shareholders. The preferred placement ratio of the original shareholders disclosed in this announcement is 0.004013 hands / share, which is the expected number. If the number of shares of the company that can participate in the placement changes as a result of the change in the preferred placement ratio as of the registration date of convertible bonds (t-1), the issuer and the lead underwriter will disclose the adjustment announcement of the preferred placement ratio of the original shareholders before the Subscription Date (T). The original shareholders shall determine the placing quantity of convertible bonds according to the actual placing proportion disclosed in the announcement, and ask the investors to carefully check the distributable balance of “Huazheng bonds” in their securities accounts after the closing of the equity registration day, and make corresponding capital arrangements.
If the effective subscription amount of the original shareholder exceeds the total amount of priority subscription, the subscription shall be invalid. If the effective subscription amount of the original shareholder is less than the subscription limit (including the subscription limit), the actual subscription amount shall prevail.
(3) The issuer has a total share capital of 142025312 shares, and the company holds 0 shares in the special securities repurchase account. The share capital of A-Shares that can participate in the preferential placement of this issuance is 142025312 shares. Calculated according to the preferential placement proportion of this issuance, the total upper limit of convertible bonds that can be preferentially placed by the original shareholders is 570000 hands.
2. The preferred placing date and online subscription date of the original shareholders of this issuance are both January 24, 2022 (t day). The online subscription time is 9:30-11:30 and 13:00-15:00 on t day. Offline issuance will not be arranged. 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 on January 24, 2022 (t day).
3. 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 sponsor (lead underwriter) finds that the investor does not 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 participating in online subscription shall independently express their intention of subscription and shall not fully entrust securities companies to subscribe on their behalf. For investors participating in online subscription, the securities company shall not apply for cancellation of designated transactions and cancellation of corresponding securities accounts before the delivery date of successful subscription funds (including T + 3 days).
4. On January 25, 2022 (T + 1), the issuer and the recommendation institution (lead underwriter) will announce the online winning rate and priority placement results of this offering on Shanghai Securities News. When the total amount of effective online subscription is greater than the number of online issuance finally determined this time, the sale result shall be determined by lottery. On January 25, 2022 (T + 1), according to the online winning rate of this offering and notarized by the notary department, the sponsor (lead underwriter) and the issuer jointly organized lottery to determine the placement quantity of online subscription investors.
5. After winning the subscription of convertible bonds, online investors shall fulfill the obligation of capital settlement in accordance with the announcement of online winning results of Zhejiang Wazam New Materials Co.Ltd(603186) public issuance of convertible corporate bonds (hereinafter referred to as the announcement of online winning results), so as to ensure that their capital account will eventually have sufficient subscription funds on January 26 (T + 2) 2022, If you can subscribe for one hand or one hand of integral multiple convertible bonds after winning the lot, the investor’s payment shall comply with the relevant provisions of the securities company where the investor is 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 China Clearing Shanghai Branch, the minimum unit to give up subscription is 1 hand. 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 issued quantity, or when the total number of convertible bonds subscribed by the original shareholders and online investors is less than 70% of the issued quantity, the issuer and the recommendation institution (lead underwriter) will negotiate whether to take measures to suspend the issuance, And timely report to the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). If the issuance is suspended, the reasons for the suspension will be announced, and the issuance will be restarted at an appropriate time within the validity period of the approval. The convertible corporate bonds issued this time are underwritten by the sponsor (lead underwriter) in the form of balance underwriting. The sponsor (lead underwriter) is responsible for the balance underwriting of the part with the subscription amount less than 570 million yuan, and the underwriting base is 570 million yuan. The recommendation institution (lead underwriter) shall determine the final placement result and underwriting amount according to the online capital arrival. In principle, the underwriting amount of the recommendation institution (lead underwriter) shall not exceed 30% of the total issuance, that is, in principle, the maximum underwriting amount is 171 million yuan. When the underwriting amount exceeds 30% of the total amount of this issuance, the recommendation institution (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, and report to the CSRC in a timely manner. If the issuance is suspended, the reasons for the suspension will be announced, and the issuance will be restarted at an appropriate time within the validity period of the approval.
7. If online investors have won the lottery three times in a row but failed to pay in full within 12 months, they 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 when CSDCC Shanghai branch receives the purchase abandonment declaration. The number of times of abandonment of subscription shall be calculated according to the number of times of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds actually abandoned by investors.
The situation of abandoning subscription shall be judged by the investor as a unit. 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.
8. The self operated accounts of the members of the underwriting syndicate of this offering shall not participate in online subscription.
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.
10. The credit rating of convertible bonds may be lowered due to factors such as the issuer’s operation and management or financial status, which will then affect the bond market transaction price of convertible bonds. Investors shall pay attention to the tracking rating report of convertible bonds.
11. The trading price of convertible bonds in the secondary market is affected by multiple factors such as the stock price of listed companies, conversion price, redemption and resale terms, market interest rate, coupon rate and market expectation. The fluctuation situation is more complex. It may fall below the issuance price, fluctuate sharply, deviate from the investment value, or even the trading price is lower than the par value. Investors should pay attention to relevant risks.
12. All convertible corporate bonds issued this time are new shares.
2、 The convertible bonds issued this time are divided into two parts
1. Preferential placement shall be implemented to the original shareholders registered after the closing of the stock market on the equity registration date (January 21, 2022, t-1).
(1) The preferential subscription of the original shareholders is carried out through the trading system of Shanghai Stock Exchange. The placement is referred to as “Huazheng bond distribution” for short, and the placement code is “753186”;
(2) If the ” Zhejiang Wazam New Materials Co.Ltd(603186) ” shares held by the original shareholders are deposited in two or more securities business departments, the number of hands that can be subscribed shall be calculated based on the shares deposited in each business department, and the allotment and subscription must be carried out in the corresponding securities business department in accordance with the allotment business guidelines of the registration company.
(3) In addition to participating in the priority placement, the original shareholders can also participate in the online subscription of the balance after the priority placement.
2. Public investors participate in online issuance through the trading system of Shanghai Stock Exchange. The online subscription is referred to as “Huazheng bond issuance” for short, and the subscription code is “754186”. The minimum subscription quantity of each securities account is 1 hand (10 pieces, 1000 yuan), and more than 1 hand must be an integral multiple of 1 hand. The upper limit of the subscription quantity of each account is 1000 hands (10000 pieces, 1 million yuan). If the upper limit is exceeded, the subscription will be 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 of Huazheng convertible bonds, or if the investor uses the same securities account to participate in the subscription of Huazheng convertible bonds for many times, the first subscription of the investor shall be valid, and the other subscriptions shall be invalid.
Important tips
1. Zhejiang Wazam New Materials Co.Ltd(603186) the public offering of convertible corporate bonds has been approved by the China Securities Regulatory Commission in document zjxk [2021] No. 2508. The convertible corporate bonds issued this time are referred to as “Huazheng convertible bonds” for short, and the bond code is “113639”.
2. The issuance of RMB 570 million convertible bonds, with a face value of RMB 100 each, totaled 5700000 pieces (570000 hands).
3. After the closing of the stock market on the equity registration date (January 21, 2022, t-1), the issued Huazheng convertible bonds are preferentially placed to the original shareholders registered by China Clearing Shanghai Branch, and the balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) is sold to the public investors online through the trading system of Shanghai Stock Exchange.
The issuer has a total share capital of 142025312 shares, 0 shares held in the special securities repurchase account of the issuer, and the A-share share capital that can participate in the preferred placement of this issuance is 142025312 shares. If the number of share capital that the company can participate in the placement changes by the equity registration date (January 21, 2022, t-1), the company will start on the starting date of subscription
(January 24, 2022, t day) disclose the announcement on the adjustment of the placement proportion of the original shareholders of convertible bond issuance.
4. The number of Huazheng convertible bonds that can be preferentially placed by the original shareholders is on the equity registration date (January 2022)
