Securities code: 300778 securities abbreviation: Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) Announcement No.: 2022-008
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)
Prompt announcement on issuing convertible corporate bonds to unspecified objects
Sponsor (lead underwriter): Haitong Securities Company Limited(600837)
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.
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Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) (hereinafter referred to as ” Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) “, “issuer” or “company”) in accordance with the securities law, the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) and the measures for the administration of securities issuance registration of companies listed on GEM (for Trial Implementation) (CSRC order [No. 168]) Detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules”) Convertible corporate bonds (hereinafter referred to as “convertible bonds”) are issued in accordance with the relevant provisions of “section III issuing convertible corporate bonds to unspecified objects” in “Chapter III refinancing, M & A and reorganization” of Shenzhen Stock Exchange GEM listed companies self regulatory guide No. 1 – business handling “.
The convertible bonds issued this time shall be placed preferentially to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the closing of the market on the equity registration date (January 20, 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 participating in online subscription shall carefully read this announcement and the website of Shenzhen Stock Exchange (www.szse. CN.) Promulgated implementation rules.
There are major changes in the issuance process, subscription and payment, disposal of investors’ abandonment, etc. Please pay attention to the main changes as follows:
(I) the preferred placement date of the original shareholders of this convertible bond issuance and the online subscription date are January 21, 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.
(II) the investor shall reasonably determine the purchase amount in combination with the industrial regulatory requirements and the corresponding asset scale or capital scale, and shall not purchase beyond the asset scale. If the recommendation institution (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 recommendation institution (lead underwriter) has the right to determine that the subscription of the placing object is invalid. Investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase on their behalf.
(III) 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.
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.
(IV) after winning the subscription of convertible bonds, online investors shall fulfill their payment obligations in accordance with the announcement of online winning results of issuing convertible corporate bonds to unspecified objects Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) , so as to ensure that their capital account will eventually have sufficient subscription funds on January 25 (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 piece. The part that online investors give up subscription shall be underwritten by the sponsor (lead underwriter).
(V) when the total number of convertible bonds subscribed by the original shareholders and online investors is less than 70% of the issued amount; Or when the total number of convertible bonds subscribed by the original shareholders and paid 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 Shenzhen Stock Exchange in time. If the issuance is suspended, announce the reasons for the suspension and restart the issuance at the right time.
The part of the subscription amount of this offering less than 460 million yuan shall be underwritten by the sponsor (lead underwriter). The underwriting base is 460 million yuan. The recommendation institution (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 issuance, that is, in principle, the maximum underwriting amount is 138 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, continue to perform the issuance procedure or take measures to suspend the issuance after reaching an agreement with the issuer. If it is determined to continue to perform the issuance procedures, the recommendation institution (lead underwriter) will adjust the final underwriting proportion, fully underwrite the amount less than the subscription amount of investors, and report to the Shenzhen Stock Exchange in a timely manner; If it is determined to take measures to suspend the issuance, the recommendation institution (lead underwriter) and the issuer will timely report to the Shenzhen Stock Exchange, announce the reasons for suspending the issuance, and choose an opportunity to restart the issuance within the validity period of the approval.
(VI) if the investor has won the lottery three times but failed to pay in full within 12 consecutive months, the investor shall not participate in the subscription of new shares, depositary receipts, convertible bonds and exchangeable bonds within 6 months (calculated as 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 new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds actually abandoned by the investor; 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.
(VII) no guarantee is provided for the issuance of convertible corporate bonds. The company does not provide guarantee measures for the issuance of convertible corporate bonds. If there are events that have a significant negative impact on the company’s operation and management and solvency during the duration of convertible bonds, the convertible bonds may increase the cashing risk due to the failure to provide guarantee.
(VIII) once the entrustment of the investor is accepted, the order shall not be cancelled.
(IX) the self operated account of the recommendation institution (lead underwriter) shall not participate in this subscription.
(x) the issuer has no treasury shares.
（11） The convertible bonds issued this time are all new shares.
（12） 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.
The issuer and the recommendation institution (lead underwriter) solemnly remind the majority of investors to pay attention to investment risks and invest rationally, and carefully read the disclosure on cninfo.com on January 19, 2022 (T-2)
（www.cn.info.com.cn.） The full text of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) announcement on issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the “issuance announcement”) and Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) prospectus on issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the “prospectus”)
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Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as “urban convertible bonds”) has been approved for registration by the China Securities Regulatory Commission in the document of “CSRC license [2021] No. 1180”. The indicative announcement of the prospectus of the convertible corporate bonds issued this time has been published in the securities times on January 19, 2022. Investors can also go to cninfo.com（ http://www.cn.info.com.cn. ）Query the full text of the prospectus and relevant materials of this offering. The issuance plan of this issuance is as follows: 1. According to the provisions of relevant laws and regulations and in combination with the company’s financial situation and investment plan, the total amount of convertible corporate bonds to be issued this time is RMB 460 million, a total of 4.6 million.
2. The urban convertible bonds issued this time shall be preferentially placed to the original A-share shareholders registered by the issuer after the closing of the stock market on the equity registration date. The balance after the priority placement of the original A-share shareholders (including the priority placement abandoned by the original A-share shareholders) shall be issued to the public investors Online through the trading system of Shenzhen Stock Exchange.
3. The maximum number of convertible bonds that can be preferentially placed by the original A-share shareholders is the number of shares of the issuer registered after the closing of the stock market on the equity registration date (January 20, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of 3.68 yuan of convertible bonds per share, and then converted into the number of convertible bonds at the rate of 100 yuan / piece, each of which is an subscription unit. Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) the total capital stock of existing A-Shares is 125000000 shares, and there is no repurchase of treasury shares in the special account, that is, the total capital stock with the priority placement right of the original shareholders is 125000000 shares. According to the preferred placement proportion of this issuance, the total amount of convertible bonds that the original A-share shareholders can subscribe for is about 4600000, accounting for about 100.00% of the total amount of convertible bonds issued this time. Since the portion less than one is implemented in accordance with the business guidelines of the securities issuer of the registration company, the total number of final priority placements may be slightly different.
The priority placement of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placement code is “380778”, and the placement is referred to as “urban debt distribution”. The part of the original shareholders’ online priority placement of less than 1 sheet shall be implemented in accordance with the business guide of the securities issuer of the registration company, that is, the priority subscription quantity of less than 1 sheet shall be sorted according to the quantity, 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 sheet, which shall be carried out in a cycle until all allocations are completed.
If the ” Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) ” shares held by the original shareholders are deposited in two or more securities business departments, the number of shares that can be subscribed shall be calculated based on the shares deposited in each business department, and the placement and subscription must be carried out in the corresponding securities business department in accordance with the relevant business rules of the registration company.
4. The balance after the preferential placement of the original shareholders (including the part that the original shareholders give up the preferential placement) is sold online to public investors through the trading system of Shenzhen Stock Exchange. The part of the subscription amount of this offering less than 460 million yuan shall be underwritten by the sponsor (lead underwriter). The underwriting base is 460 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 issuance, that is, in principle, the maximum underwriting amount is 138 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, continue to perform the issuance procedure or take measures to suspend the issuance after reaching an agreement with the issuer. If it is determined to continue to perform the issuance procedures, the recommendation institution (lead underwriter) will adjust the final underwriting proportion, fully underwrite the amount less than the subscription amount of investors, and report to the Shenzhen Stock Exchange in a timely manner; If it is determined to take measures to suspend the issuance, the recommendation institution (lead underwriter) and the issuer will timely report to the Shenzhen Stock Exchange, announce the reasons for suspending the issuance, and choose an opportunity to restart the issuance within the validity period of the approval. 5. Public investors participate in online subscription through the trading system of Shenzhen Stock Exchange. The subscription code is “370778”, and the subscription is referred to as “urban 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.
6. The registration date of priority placement to the original shareholders of the issuer is January 20, 2022 (t-1). After the closing of the market on that day, all shareholders of the issuer registered in the registered company can participate in the priority placement.
7. Issuance time: the priority placement date and online subscription date of this issuance are January 21, 2022 (t day). 8. There is no holding period limit for the urban convertible bonds issued this time, and investors can trade the urban convertible bonds placed on the first day of listing.
9. The convertible bonds issued this time are all new shares.
10. The convertible corporate bonds issued this time are referred to as “urban convertible bonds” for short, and the bond code is “123136”. 11. 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.
12. Investors must pay attention to the specific provisions in the announcement on the issuance method, issuance object, placement / issuance method, purchase time, purchase method, purchase procedure, purchase price, purchase quantity, payment of subscription funds, disposal of investors’ abandonment, etc.
13. 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 urban convertible bonds shall comply with relevant laws and regulations and relevant provisions of the CSRC, and shall bear corresponding legal liabilities.
1、 Priority placement to original shareholders
The preferential subscription of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The subscription time is 9:15-11:30 and 13:00-15:00 on January 21, 2022 (T). The upper limit of the number of convertible bonds that can be preferentially placed by the original A-share shareholders is the number of shares of the issuer registered after the closing of the equity registration date. The amount of convertible bonds that can be placed is calculated according to the proportion of 4.60 yuan of convertible bonds per share, and then converted into the number of convertible bonds at the rate of 100 yuan / piece, each of which is an application unit. If the ” Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) ” shares held by the original shareholders are deposited in two or more securities business departments, the number of subscribed shares shall be calculated based on the shares deposited in each business department, and must be in accordance with the registration company
