Securities code: 603186 securities abbreviation: Zhejiang Wazam New Materials Co.Ltd(603186) Announcement No.: 2022-012 Zhejiang Wazam New Materials Co.Ltd(603186)
Suggestive 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 the “issuer”, “company” or ” Zhejiang Wazam New Materials Co.Ltd(603186) “) has obtained the approval of China Securities Regulatory Commission (CSRC) No. [2021] 2508 for the public issuance of 570 million yuan of convertible corporate bonds (hereinafter referred to as “Huazheng convertible bonds”, code “113639”). China Industrial Securities Co.Ltd(601377) (hereinafter referred to as ” China Industrial Securities Co.Ltd(601377) “, “sponsor (lead underwriter)” or “lead underwriter”) is the sponsor (lead underwriter) of this offering. The summary of the prospectus and the issuance announcement of this offering have been published in Shanghai Securities Journal on January 20, 2022. Investors can also visit the website of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”)（ http://www.sse.com.cn. ）Query the full text of the prospectus and relevant materials of this offering.
Zhejiang Wazam New Materials Co.Ltd(603186) according to the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies, the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]), the measures for the administration of convertible corporate bonds (CSRC order [No. 178]), and the detailed rules for the implementation of convertible corporate bonds issuance by companies listed on the Shanghai Stock Exchange (SZF [2018] No. 115) (hereinafter referred to as “Implementation rules”), guidelines for securities issuance and listing business of Shanghai Stock Exchange (SZF [2018] No. 42), guidelines for securities issuance and underwriting business of Shanghai Stock Exchange No. 2 – securities issuance and listing business handling of listed companies (Szh [2021] No. 323) and other relevant provisions, and organize the implementation of this public offering of convertible corporate bonds (hereinafter referred to as “convertible bonds”) Or “Huazheng convertible bonds”).
Important tips on the issuance process, subscription, payment and disposal of investors’ abandonment of convertible corporate bonds in this public offering are as follows:
1. This issuance of 570 million yuan of convertible bonds, with a face value of 100 yuan each, totalling 5700000 pieces and 570000 hands, is issued at face value.
2. 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 priority placement Subscription Date and payment date of the original shareholders of this convertible bond issuance are January 24, 2022 (t day). The priority subscription of all original shareholders (including shareholders with restricted sales conditions) is carried out through the trading system of Shanghai Stock Exchange, and the subscription time is 9:30-11:30 and 13:00-15:00 on January 24, 2022 (t day). The placing code is “753186”, and the placing is referred to as “Huazheng debt distribution”.
(2) 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.
3. The convertible corporate bonds issued to the public will be placed preferentially to the original shareholders registered by the issuer 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 sold online to public investors through the trading system of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”).
4. The number of Huazheng convertible bonds that the original shareholders can give priority to placing is the number of shares they hold Zhejiang Wazam New Materials Co.Ltd(603186) 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 convertible bonds with a face value of RMB 4.013 per share, and then converted into the number of hands at the proportion of RMB 1000 / hand. Each hand (10 pieces) is an application unit. The original shareholders may decide the actual amount of convertible bonds subscribed according to their own conditions. The priority 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”. 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. For the part of the original shareholders participating in the online priority placement, they shall pay full capital at the time of subscription on t day. When the original shareholders participate in the online subscription of the balance after the online priority placement, they do not need to pay the subscription fund.
5. General public investors participate in the subscription of the balance after the priority placement of the issuer’s original shareholders through the trading system of Shanghai Stock Exchange. The subscription is referred to as “Huazheng bond issuance” for short, and the subscription code is “754186”. The minimum subscription unit of each account is 1 hand (10 pieces, 1000 yuan). Each hand is a subscription unit. If it exceeds 1 hand, it must be an integral multiple of 1 hand. The upper limit of subscription of each account is 1000 hands (10000 pieces, 1 million yuan). If it exceeds the upper limit of subscription, the subscription will 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. If the sponsor (lead underwriter) finds that the investor fails to 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 to purchase, and shall not fully entrust securities companies to purchase 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).
6. When the total number of convertible bonds subscribed by the original shareholders and online investors is less than 70% of the number of this issue; 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 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 “CSRC”). If the issuance is suspended, the reasons for the suspension will be announced, And choose an opportunity to restart the issuance within the validity period of the approval.
The part of the subscription amount of this offering less than 570 million yuan shall be underwritten by the lead underwriter, 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 shall not exceed 30% of the total issuance amount, 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.
7. The priority placement date and online subscription date of this offering are January 24, 2022 (t day).
8. There is no holding period limit for the issued Huazheng convertible bonds, and investors can trade the placed Huazheng convertible bonds on the first day of listing. Investors shall abide by the securities law, the measures for the administration of convertible corporate bonds and other relevant provisions.
9. With regard to the specific circumstances of this offering, investors are requested to read the announcement on Zhejiang Wazam New Materials Co.Ltd(603186) public issuance of convertible corporate bonds (hereinafter referred to as the “issuance announcement”) published on January 20, 2022, the summary of the prospectus and the information disclosed on the website of the Shanghai Stock Exchange（ http://www.sse.com.cn. ）The full text of the prospectus.
1、 Priority placement to original shareholders
The convertible corporate bonds issued to the public will be placed preferentially to the original shareholders registered by the issuer after the closing of the equity registration date (January 21, 2022, t-1).
(I) priority placement quantity
The number of Huazheng convertible bonds that can be preferentially placed by the original shareholders is the number of shares of the company registered by China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of the equity registration date (January 21, 2022, t-1). The amount of convertible corporate bonds that can be placed is calculated according to the proportion of convertible corporate bonds with a par value of RMB 4.013 per share, Then convert it into the number of hands according to the proportion of 1000 yuan / hand, and each hand (10 pieces) is a subscription unit, that is, 0.004013 hands of convertible bonds per share.
The part of the original shareholder’s online priority placement that is less than one hand shall be rounded according to the accurate algorithm, that is, the integer part of the subscription amount shall be calculated according to the placement proportion and the number of shares in each account. For the part that is less than one hand (the mantissa shall be kept to three decimal places), all accounts shall be carried in the order of mantissa from large to small (if the mantissa are the same, they shall be sorted randomly), Until the total amount of subscribed convertible bonds obtained by each account is consistent with the total amount of placements available to the original shareholders.
If the effective subscription amount of the original shareholder is less than or equal to the total amount of priority subscription, it can be allocated with Huazheng convertible bonds according to its actual effective subscription amount; If the effective subscription amount of the original shareholder exceeds the total amount of priority subscription, the subscription is invalid. Investors are requested to carefully check the distributable balance of “Huazheng debt distribution” in the securities account.
The issuer has a total share capital of 142025312 shares, and the issuer 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.
(II) preferred subscription method of original shareholders
1. Preferred subscription method of original shareholders
The preemptive subscription of the original shareholders is carried out through the trading system of Shanghai Stock Exchange. The subscription time is the normal trading time of the trading system of Shanghai Stock Exchange on January 24, 2022 (t day), i.e. 9:30 ~ 11:30 and 13:00 ~ 15:00. If it is overdue, it shall be deemed that the preemptive placement right is automatically waived. In case of major emergencies affecting this issuance, it shall be postponed to the next trading day. The placing code is “753186”, and the placing is referred to as “Huazheng debt distribution”.
2. Number of preferred subscriptions of original shareholders
The price for the original shareholders to subscribe for one hand of “Huazheng debt distribution” is 1000 yuan, and the minimum subscription unit of each account is 1 hand (1000 yuan). If more than 1 hand is required, it must be an integral multiple of 1 hand. If the effective subscription amount of the original shareholder is less than or equal to the total amount of priority subscription, it can be allocated Huazheng convertible bonds according to its actual effective subscription amount. Investors are requested to carefully check the available balance of “Huazheng bond allocation” in the securities account. If the effective subscription amount of the original shareholder exceeds the total amount of priority subscription, the subscription shall be invalid.
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 placement subscription must be carried out in the corresponding securities business department in accordance with the relevant business rules of Shanghai Stock Exchange.
3. Preferential subscription procedures of original shareholders
(1) The original shareholder shall check the distributable balance of “Huazheng debt distribution” in its securities account after the closing of the stock market on the equity registration date.
(2) For the part of the original shareholders participating in the preferential placement, they shall pay full capital at the time of subscription on t day. Investors shall deposit sufficient subscription funds according to their subscription amount before subscription, and the insufficient part shall be deemed as abandoning subscription. (3) In case of face-to-face entrustment, the original shareholder shall fill in all the contents of the subscription entrustment form, and go through the entrustment formalities at the securities trading network connected with the Shanghai stock exchange where the subscriber opens an account with his own ID card or legal person business license, securities account card and capital account card (it is confirmed that the capital deposit must be greater than or equal to the amount required for subscription). The counter handling personnel can accept the entrustment after checking the various vouchers delivered by the investor and checking that they are correct.
(4) If the original shareholder entrusts by telephone or other automatic entrustment methods, the entrustment procedures shall be handled in accordance with the provisions of each securities trading outlet.
(5) Once the entrustment of the original shareholder is accepted, it shall not be cancelled.
(III) 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、 Online issuance to general public investors
The general public investors shall entrust the subscription through the securities trading outlets connected with the Shanghai Stock Exchange at the normal trading hours of the trading system of the Shanghai Stock Exchange on January 24, 2022 (t day), i.e. 9:30-11:30 and 13:00-15:00, with the determined issuance price and the subscription quantity in line with the provisions of the issuance announcement. The subscription procedures are the same as those for buying shares in the secondary market. At the time of subscription, investors do not need to pay the subscription fund.
The subscription code of the convertible bonds sold online to general public investors is “754186”, and the subscription is referred to as “Huazheng bond issuance”. The subscription price is 100 yuan / piece. The minimum subscription quantity of each securities account participating in the online issuance is 1 hand (10 pieces, 1000 yuan), each hand is a subscription unit, 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. The specific number of convertible corporate bonds subscribed and held by investors shall comply with relevant laws and regulations and relevant provisions of the CSRC, and shall bear corresponding legal liabilities. Investors shall comply with the regulatory requirements of the industry, and the subscription amount shall not exceed the corresponding asset scale or capital scale. If the sponsor (lead underwriter) finds that the investor fails to 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 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. 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. Once declared, the order shall not be cancelled. Unqualified, dormant and cancelled securities accounts shall not participate in the subscription of convertible bonds
