Securities abbreviation: Guangdong Haomei New Materials Co.Ltd(002988) securities code: 002988 Announcement No.: 2022-007
Guangdong Haomei New Materials Co.Ltd(002988)
Suggestive 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 provisions of laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – business handling (SZS [2022] No. 26).
The convertible bonds issued this time 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 the equity registration date of 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, payment and disposal of investors’ abandonment are as follows:
1. The priority placement date of the original shareholders of this 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 under the priority placement 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 independently express their purchase intention 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 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 the investor; If an investor holds multiple securities accounts and abandons subscription in any one of the 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 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 bonds, and prudently participate in the subscription of convertible 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.
The issuer and the recommendation institution (lead underwriter) solemnly remind investors to pay attention to investment risks and invest rationally
It was disclosed on cninfo.com.cn on January 20, 2022 (T-2) The full text of the Guangdong Haomei New Materials Co.Ltd(002988) public issuance announcement of convertible corporate bonds (hereinafter referred to as the “issuance announcement”) and the Guangdong Haomei New Materials Co.Ltd(002988) public offering prospectus of convertible corporate bonds (hereinafter referred to as the “prospectus”).
Release tips
Guangdong Haomei New Materials Co.Ltd(002988) the public offering of convertible corporate bonds has been approved by the CSRC’s CSRC permit [2021] No. 1182. The convertible corporate bonds issued this time are referred to as “Haomei convertible bonds” for short, and the bond code is “127053”. 1. 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.
2. The convertible bonds issued this time shall be placed preferentially to the original shareholders of the issuer registered by CSDCC Shenzhen Branch after the closing of the market on the equity registration date of 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) shall be issued to the public investors online through the trading system of Shenzhen Stock Exchange.
3. The number of convertible bonds that can be preferentially placed by the original shareholders is the number of shares of the issuer registered on the equity registration date after the closing of the market on 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 a 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 shareholder is unable to make a placement through the trading system of Shenzhen stock exchange due to special reasons, it shall make a placement at the sponsor (lead underwriter). The above-mentioned original shareholders who are unable to exercise their preemptive right online due to special reasons shall correctly fill in the offline preemptive subscription form for 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 subscription amount of the original shareholders’ online priority placement convertible bonds is less than 1, it shall be implemented in accordance with the business guide for securities issuers of China Clearing Corporation Shenzhen Branch (hereinafter referred to as the “business guide for securities issuers of China Clearing Shenzhen Branch”), that is, the priority subscription amount of less than 1 shall be sorted according to the number, Carry the small amount to the large number of original shareholders participating in the preferential subscription, so as to achieve the minimum bookkeeping unit of 1 piece, and carry out the cycle until all allocation is 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 guidelines for securities issuers of CSDCC 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 full capital at the time of subscription on January 24, 2022 (T). The balance of the original shareholders participating in the preferential allocation and after-sales online subscription does not need to pay the subscription fund.
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 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 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.
5. 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.
Investors shall reasonably determine the purchase amount in combination with the regulatory requirements of the industry and the corresponding asset scale or capital scale, and shall not purchase beyond the asset scale. If the sponsor (lead underwriter) finds that the investor does not comply with the industrial regulatory requirements, the investor’s subscription is invalid. Investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase on their behalf.
6. The registration date of priority placement to the original shareholders of the issuer is January 21, 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. The priority placement date and online subscription date of this offering are January 24, 2022 (t day).
8. Haomei convertible bonds issued this time have no holding period limit, and investors can trade Haomei convertible bonds placed on the first day of listing. The convertible bonds issued this time are all new shares.
9. The convertible corporate bonds issued this time are referred to as “Haomei convertible bonds” for short, and the bond code is “127053”. 10. 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.
11. 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.
12. 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.
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 24 (t day) 2022. The upper limit of the number of convertible bonds that the original shareholders can preferentially place is its registered equity
