Stock code: 600487 Stock abbreviation: Hengtong Optoelectronics Announcement number: 2020-098
Bond transfer code: 110056 Transfer bond Abbreviation: Hengtong transfer bond
Transfer code: 190056 Referral to as: Hengtong transfer
Jiangsu Hengtong Optoelectronics Co., Ltd
Announcement of the resolution of the 27th meeting of the 7th Board of Directors
The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.
The 27th meeting of the 7th Board of Directors of Jiangsu Hengtong Optoelectronics Co., Ltd. (hereinafter referred to as the "Company") was held on December 17, 2020 by means of a communication vote, and the notice of the meeting was issued on December 12, 2020 by email, personal service or telephone notice, etc. The notice and convening of the meeting complied with the requirements of the Company Law and the Articles of Association of the Company. The meeting shall be attended by 11 directors and 11 directors shall be present. The company's supervisors and senior management attended the meeting as observers. The meeting, presided over by Mr. Qian Jianlin, chairman of the board, deliberated on two proposals such as "Opening a Fundraising Account and Signing a Storage Supervision Agreement with Banks and Sponsoring Institutions", and the resolutions were as follows:
1. Deliberate and pass the proposal on "Opening a Fundraising Account and Signing a Storage Supervision Agreement with Banks and Sponsoring Institutions";
Voting result: 11 votes in favour, 0 votes against, 0 abstentions;
For details, please refer to the announcement on the website of the Shanghai Stock Exchange, Hengtong Optoelectronics: No. 2020-101.
2. Deliberate and pass the proposal on "Using Raised Funds to Replace the Preliminary Investment of Fundraising Projects";
The independent directors of the Company have expressed a concurring independent opinion on the matter.
For details, please refer to the announcement on the website of the Shanghai Stock Exchange, Hengtong Optoelectronics: No. 2020-102.
This is hereby announced.
board of directors
December 18, 2010
Stock code: 600487 Stock abbreviation: Hengtong Optoelectronics Announcement number: 2020-099
The resolution of the 21st meeting of the 7th Supervisory Board was announced
The 21st meeting of the 7th Supervisory Board of Jiangsu Hengtong Optoelectronics Co., Ltd. (hereinafter referred to as the "Company") was held by means of a communication vote on December 17, 2020, and the notice of the meeting was issued on December 12, 2020 by email, personal delivery or telephone notification, etc. The notice and convening of the meeting complied with the requirements of the Company Law and the Articles of Association of the Company. This meeting shall be attended by 3 supervisors, and 3 supervisors shall actually attend the meeting. The meeting was presided over by Mr. Yu Weixing, chairman of the Board of Supervisors, and deliberated on a proposal on "Using Raised Funds to Replace the Preliminary Investment of Fundraising Projects", and the resolutions were as follows:
1. Deliberate and pass the proposal on "Using Raised Funds to Replace the Preliminary Investment of Fundraising Projects";
Voting result: 3 votes in favour, 0 votes against, 0 abstentions;
After deliberation, the Board of Supervisors held that the decision-making and deliberation procedures for the company to use the raised funds to replace the preliminary investment of the fundraising project complied with the requirements of laws, regulations and normative documents such as the Csrc's "Guidelines for the Supervision of Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Listed Companies' Raised Funds", the Shanghai Stock Exchange's "Measures for the Management of Funds Raised by Listed Companies (Revised in 2013)" and the provisions of the Company's "Measures for the Management of Raised Funds", and the replacement of the raised funds did not conflict with the implementation plan of the investment projects of the raised funds It does not affect the normal progress of the investment project of the raised funds, and there is no disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
Supervisory board
Stock code: 600487 Stock abbreviation: Hengtong Optoelectronics Announcement number: 2020-100
Important Content Tips:
● Issuance quantity and price
Number of shares issued: 409,423,233 shares;
Issue price: 12.31 yuan / share;
● The number of subscriptions and the restriction period of the offering object
● Estimated time to market
The additional shares were registered at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as "Zhongdeng Shanghai Branch") on December 16, 2020. The New Shares may be listed and traded on the Shanghai Stock Exchange on the next trading day after the expiry of their lock-up period (or the expected listing time will be extended to the first trading day thereafter in the event of a statutory holiday or rest day), and the restriction period will be calculated from the date of closing of the share offering.
● Transfer of assets
The shares in this offering are all subscribed for in cash and do not involve the transfer of assets.
1. Overview of the offering
(1) The decision-making and approval of the offering
On April 9, 2019, Jiangsu Hengtong Optoelectronics Co., Ltd. (hereinafter referred to as the "Company") held the ninth meeting of the seventh board of directors, and deliberated and passed the proposals related to the non-public offering such as the "Company Meets the Conditions for Non-public Issuance of Shares", which can be found in the relevant announcements disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
On May 20, 2019, the Company held the 2018 Annual General Meeting of Shareholders and deliberated and passed the proposals related to the non-public offering, such as the "Company Meets the Conditions for Non-Public Issuance of Shares", which can be found in the relevant announcements disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
On March 2, 2020, the Company held the 19th meeting of the Seventh Board of Directors and deliberated and passed the proposals related to the non-public offering, such as the "Company Meets the Conditions for Non-Public Issuance of Shares", which can be found in the relevant announcements disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
On March 18, 2020, the Company held the first Extraordinary General Meeting of Shareholders in 2020 and deliberated and passed the proposals related to the non-public offering, such as the "Company Meets the Conditions for Non-Public Issuance of Shares", which can be found in the relevant announcements disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
On June 10, 2020, the Company held the 20th meeting of the Seventh Board of Directors, and deliberated and passed the proposals related to the non-public offering, such as the "Company Meets the Conditions for Non-Public Issuance of Shares", which can be found in the relevant announcements disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
On July 13, 2020, the Issuance Review Committee of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") reviewed the Company's application for the non-public issuance of A-share shares. According to the results of the review of the meeting, the company's application for the non-public issuance of A-share shares was approved, the specific content of which can be found in the relevant announcement disclosed by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
On July 23, 2020, the Company received the Reply on Approving the Non-Public Offering of Shares of Jiangsu Hengtong Optoelectronics Co., Ltd. (CSRC Approval [2020] No. 1515) issued by the China Securities Regulatory Commission to approve the Company's non-public offering, the details of which can be found in the relevant announcement disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
(2) The status of the offering
Stock Type: RMB Ordinary Shares (A Shares)
Amount of funds raised and issuance expenses: The total amount of funds raised in this offering is RMB5,039,999,998.23, net of offering expenses totaling RMB35,852,830.31 (excluding tax), and the net proceeds raised are RMB5,004,147,167.92.
Restriction Period: The shares subscribed by Hengtong Group shall not be transferred within 18 months from the date of closing of the offering, and the shares subscribed by the remaining issuers shall not be transferred within 6 months from the date of closing of the offering. After the end of the restriction period, it shall be implemented in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
During the lock-up period after the offering, the principal or partner may not transfer its share of the products held or withdraw from the partnership.
(3) Capital verification and share registration
1. On December 4, 2020, Lixin Certified Public Accountants (Special General Partnership) issued the "Verification Report" of Xinhui Shi Baozi [2020] No. ZA16003: As of 16:00 on December 1, 2020, the total amount of subscription funds (including the subscription margin of the allocated investors) received by Shenwan Hongyuan Underwriting and Sponsorship co-ordination from Hengtong Optoelectronics Company was RMB5,039,999,998.23.
2. On December 4, 2020, Fong's Certified Public Accountants (Special General Partnership) issued the "Capital Verification Report" of No. ZA16002 [2020]: As of December 2, 2020, the issuer actually issued 409,423,233 rmb ordinary shares (A shares) in private, at an issue price of RMB 12.31 per share, the total amount of funds to be raised was RMB5,039,999,998.23, and the issuance fee (excluding tax) was deducted 35. After $852,830.31, the net proceeds raised were $5,004,147,167.92. Among them, the new registered capital (share capital) was RMB409,423,233, which was included in the capital reserve (equity premium) of RMB4,594,723,934.92.
3. On December 16, 2020, the Company completed the equity registration related matters of the non-public issuance of shares at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
(4) The transfer of assets
(5) Concluding opinions of the joint lead underwriters and law firms on the process of the non-public offering and the compliance of the subscription targets
1. Opinions of the joint lead underwriters
Hengtong Optoelectronics fulfilled the necessary internal decision-making and external approval procedures for this offering, and the issuance process followed the principles of fairness and justice, in line with the current regulatory requirements of the securities market. The inquiry, pricing and stock placement process of this offering complies with the resolutions of the board of directors and the shareholders' general meeting of the issuer, the provisions of relevant laws and regulations such as the Administrative Measures for the Issuance of Securities by Listed Companies, the Detailed Rules for the Implementation of the Non-public Issuance of Shares by Listed Companies, and the Measures for the Administration of Securities Issuance and Underwriting, and complies with the requirements of the issuance plan already reported to the CSRC; the determination and pricing of the subscription objects of this offering are in line with the principles of fairness and justice, the interests of the issuer and all its shareholders, and the Company Law, the Securities Law, and the Securities Law. The provisions of relevant laws and regulations, such as the Administrative Measures for the Issuance of Securities by Listed Companies, the Detailed Rules for the Implementation of the Non-Public Issuance of Shares by Listed Companies, and the Measures for the Administration of Securities Issuance and Underwriting, are legal and valid.
2. Legal counsel's opinion
The content of the subscription invitation documents such as the "Invitation to Subscribe" and the "Invitation to Additional Subscription" produced and signed for this offering are legal and valid, and the scope of sending of subscription invitation documents such as "Invitation to Subscribe" and "Invitation to Additional Subscription" complies with the provisions of relevant laws and regulations and normative documents; the determination of the issue price of this offering, the selection of the object of issuance, and the allocation of the number of shares all follow the procedures and rules determined by the Invitation to Subscribe and the Invitation to Subscribe. The target of the offering and the number of shares to be allotted, the amount allotted and the capital payment verification all comply with the provisions of relevant laws, regulations and normative documents and the requirements of the issuance plan adopted by the shareholders' general meeting of the listed company, and the issuance process and the results of the issuance are fair and just. The issuer is still required to complete the registration procedures for the new shares in this offering and the registration of the change of industry and commerce, and fulfill the information disclosure obligation in accordance with the law.
2. Introduction to the results of the offering and the targets
(1) Results of issuance
In accordance with the procedures and rules stipulated in the Invitation to Subscribe, in accordance with the Administrative Measures for the Issuance of Securities by Listed Companies and the relevant provisions of the Shanghai Stock Exchange, the non-public offering is determined according to the principles of price priority, amount priority and time priority, the object of subscription and the number of shares to be allotted are determined.
The issue price of the non-public offering of shares was 12.31 yuan per share, the number of shares issued was 409,423,233 shares, and the total amount of funds raised was 5,039,999,998.23 yuan, which did not exceed the upper limit stipulated by the resolution of the issuer's shareholders' meeting and the approval and approval of the Csrc regulatory commission.
The details of the targets of this offering, the number of shares to be placed and the amount of the placing are as follows:
(2) Objects of issuance
1. Hengtong Group Co., Ltd
2. Suzhou Yidian Capital Management Co., Ltd
3. China-Italy Asset Management Co., Ltd
4. CITIC Securities Capital Management Co., Ltd
5. CITIC Securities Co., Ltd
6. Caitong Fund Management Co., Ltd
7. Tianjin Huaren Investment Management Co., Ltd
8. CITIC Construction Investment Securities Co., Ltd
9. Industrial Securities Global Fund Management Co., Ltd
10. Shenzhen Baorong Dingji Business Service Partnership (Limited Partnership)
11. Jinan Tiehuan Investment Partnership (Limited Partnership)
12. China International Capital Corporation Limited
13. Huian Fund Management Co., Ltd
14. Shanghai Shaoweipai Investment Management Co., Ltd
15. Cheng Fusheng
16. Beijing Zhixin Litong Electronics Co., Ltd
17. Jiang Haidong
18. Shanghai Qianyu Equity Investment Fund Management Co., Ltd
3. Changes in the top 10 shareholders of the company after the issuance
(1) The top ten shareholders of the company before the issuance and listing (as of September 30, 2020)
(2) The top ten shareholders of the company after the issuance and listing
Note: Hengtong Group Co., Ltd. transferred 19 million shares of the company it held to the loan business, and the ownership of this part of the shares has not been transferred.
After the completion of this offering, the controlling shareholder of the company is Hengtong Group Co., Ltd., and the actual controller is Mr. Cui Genliang, and this offering will not lead to a change in the control of the company.
4. Table of changes in the company's share capital structure before and after the issuance
According to the Securities Change Registration Certificate issued by Zhongdeng Shanghai Branch, the changes in the share capital structure of the listed company before and after the issuance are as follows:
5. Management discussion and analysis
(1) The impact of this offering on the share capital structure The changes in the share capital structure of this offering are detailed in "IV. Change In the Company's Share Capital Structure Before and After this Offering".
Prior to the offering, Hengtong Group was the controlling shareholder of the Company and Mr. Cui Genliang was the actual controller of the Company, with an actual control ratio of 29.84%.
The number of shares in this offering is 409,423,233 shares, and after this issuance, Hengtong Group is still the controlling shareholder of the Company, and Mr. Cui Genliang is still the actual controller of the Company.
In summary, this offering will not lead to a change in the control of the company, and the company's equity distribution meets the listing conditions stipulated in the Rules Governing the Listing of Shares on the Shanghai Stock Exchange.
(2) The impact of the offering on the asset structure
After the completion of this non-public offering, the company's capital strength will be further enhanced, the asset-liability ratio will be reduced, the overall financial situation will be optimized and improved, the company's asset quality will be improved, and the solvency will be enhanced, which is conducive to enhancing the company's ability to resist financial risks.
(c) the impact on the business structure
After the completion of this offering, all the funds raised will be used for the company's main business and supplementary working capital, which is conducive to optimizing the company's product structure and further improving the industrial chain, and the company's profitability will be improved.
(4) The impact of the offering on corporate governance and the structure of senior management personnel
After the completion of the offering, the actual controller of the company has not changed, which will not affect the stability and effectiveness of the original corporate governance structure. The Company's executive structure will not change materially as a result of the offering.
(5) Changes in inter-industry competition and related party transactions in this offering
Except for Hengtong Group, which is the controlling shareholder of the issuer, the other issuers have no affiliation with the company and do not have an impact on the company's related party transactions and competition in the same industry.
6. The intermediary institutions that issued professional opinions for the non-public offering of shares
(1) Sponsoring Institution (Lead Underwriter)
Name: Shenwan Hongyuan Securities Underwriting Sponsorship Co., Ltd
Legal representative: Zhang Jian
Registered address: Room 2004, 20th Floor, Dacheng International Building, No. 358 Beijing South Road, High-tech Zone , Urumqi City, Xinjiang ( New City)
Contact address: No. 19 Taipingqiao Street, Xicheng District, Beijing
Sponsor representatives: Wang Jiawei, Miao Yan
Project Co-organizer: Su Xiaolin
Other project team members: Yin Yongjun, Fang Cheng, Zhang Qiaohong
Contact number: 021-54034208
Fax: 021-54047165
(2) Joint lead underwriters
Name: Huatai United Securities Co., Ltd
Legal representative: Jiang Yu
Registered address: 401, Building B7, Qianhai Shenzhen-Hong Kong Fund Town, No. 128 Guiwan 5th Road, Nanshan Street, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen
Project team members: Li Jun, Sun Donglin, Zhu Hui, Liu Zhe
Contact address: 4th floor, Building 1, Huatai Securities Plaza, No. 228 Jiangdong Middle Road, Jianye District, Nanjing, Jiangsu Province
Contact number: 025-83388049
Fax: 025-83387711
(3) The issuer's lawyer
Name: Anhui Chengyi Law Firm
Person in charge: Boking Bridge
Office address: Hefei Huaining Road No. 200 Landmark Plaza, Park Hyatt Center Building, the fifth floor
Handling lawyers: Si Hui, Wan Xiaoyu
Contact number: 0551-65609815
Fax: 0551-65608051
(4) Issuer capital verification institutions
Name: Fong's Certified Public Accountants (Special General Partnership)
Person in charge: Yang Zhiguo
Office address: Shanghai Huangpu District Nanjing East Road No. 61 4th floor
Handling staff: Xie Qian, Zhou Hui
Contact number: 021-63391166
Fax: 021-63392558
(5) Auditing institutions
7. Documents for reference
1. Certificate of Registration of Securities Change issued by Shanghai Branch of China Securities Depository and Clearing Co., Ltd.;
2. Report on the issuance of non-public shares of Jiangsu Hengtong Optoelectronics Co., Ltd.;
3. Shenwan Hongyuan Securities Underwriting and Sponsorship Co., Ltd. and Huatai United Securities Co., Ltd. issued the "Report on the Issuance Process and Subscription Objects of Jiangsu Hengtong Optoelectronics Co., Ltd.'s Non-public Offering shares";
4. Legal Opinion on the Issuance Process of Non-public Shares of Jiangsu Hengtong Optoelectronics Co., Ltd. and the Compliance of Subscription Targets issued by Anhui Chengyi Law Firm;
5. Capital Verification Report issued by Fong's Certified Public Accountants (Special General Partnership).
Stock code: 600487 Stock abbreviation: Hengtong Optoelectronics Announcement number: 2020-101
Announcement of Jiangsu Hengtong Optoelectronics Co., Ltd. on signing a supervision agreement on the storage of special accounts for raising funds
First, the basic situation of funds raised
Approved by the China Securities Regulatory Commission (CSRC) Securities Regulatory Commission [2020] No. 1515 "Reply on the Approval of the Non-public Offering of Shares of Jiangsu Hengtong Optoelectronics Co., Ltd.", Jiangsu Hengtong Optoelectronics Co., Ltd. (hereinafter referred to as "the Company" or "Hengtong Optoelectronics") issued 409,423,233 RMB ordinary shares with a par value of RMB 1 per share and an issue price of RMB 12.31 per share, raising a total of RMB5, in the form of non-public offerings. RMB039,999,998.23, net of various offering fees paid of RMB35,852,830.31, resulted in net proceeds of RMB5,004,147,167.92. All the above raised funds have been in place, and the capital verification report issued by Lixin Certified Public Accountants (Special General Partnership) (Xinhuishi Baozi [2020] No. ZA16002).
II. Signing of supervision agreements on the storage of special accounts for raising funds and the opening of special accounts for raising funds
In order to standardize the use and management of the company's raised funds and protect the legitimate rights and interests of investors, in accordance with the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies" and the "Measures for the Management of Funds Raised by Listed Companies on the Shanghai Stock Exchange (Revised in 2013)", the Company held the 27th meeting of the 7th Board of Directors on December 17, 2020, at which the meeting deliberated and passed the proposal on "Opening a Fund Raising Account and Signing a Storage Supervision Agreement with Banks and Sponsoring Institutions". On December 17, 2020, the Company signed a special account storage supervision agreement with Shenwan Hongyuan Securities Underwriting and Sponsorship Co., Ltd. (hereinafter referred to as "Shenwan Hongyuan Underwriting and Sponsorship") and Bank of China Co., Ltd. Suzhou Yangtze River Delta Integration Demonstration Zone Branch, China Construction Bank Co., Ltd. Suzhou Branch, China CITIC Bank Co., Ltd. Suzhou Branch, Export-Import Bank of China Jiangsu Branch, and China Merchants Bank Co., Ltd. Wujiang Branch (hereinafter collectively referred to as "The Bank") Agreement"), there are no material differences between the Agreement and the Tripartite Supervision Agreement on the Storage of Funds Raised by the Shanghai Stock Exchange (Model).
The special account for raising funds (hereinafter referred to as the "special account") opened this time is as follows:
Third, the main contents of the supervision agreement are stored in the special account for raising funds
The main contents of the Agreement signed between the Company and the Shenwan Hongyuan Underwriting Sponsor and the Bank of Account are as follows:
(1) The special account is only used for the storage and use of funds raised by the company's PEACE cross-ocean submarine cable communication system operation project, 100G/400G silicon optical module research and development and mass production projects, and shall not be used for other purposes. If the Company plans to deposit the raised funds in the form of a notice deposit or certificate of deposit at the bank where the account is opened, the Company undertakes that after the maturity of the above-mentioned notice deposit or certificate of deposit, it will be transferred to the special account for the raised funds for management or renewal in the above way, and notify Shenwan Hongyuan to underwrite the sponsorship. The company's certificate of deposit for the raised funds shall not be pledged.
(2) The company and the bank with an account shall jointly abide by the Bills Law of the People's Republic of China, the Measures for Payment and Settlement, the Measures for the Administration of Settlement Accounts of Renminbi Banks and other laws, regulations and rules.
(3) Shenwan Hongyuan Underwriting and Sponsorship, as the company's sponsoring institution, shall designate a sponsor representative or other staff to supervise the use of the company's raised funds in accordance with relevant provisions. Shenwan Hongyuan underwriting and sponsorship undertakes to perform the sponsoring duties of the company's fund raising management matters in accordance with the Administrative Measures for securities issuance and listing sponsorship business, the Measures for the Management of Funds Raised by Listed Companies on the Shanghai Stock Exchange (Revised in 2013) and the fund raising management system formulated by the Company, and continuously supervises the management of the Company's raised funds. Shenwan Hongyuan underwriting sponsor may exercise its supervision power by means of on-site investigation and written inquiry. The company and the bank shall cooperate with the investigation and inquiry of Shenwan Hongyuan's underwriting sponsorship. Shenwan Hongyuan underwriting and sponsorship shall check the storage of special accounts at the same time when conducting on-site investigations of the company every six months.
(4) The Company authorizes Shenwan Hongyuan to underwrite the designated sponsor representatives Wang Jiawei and Miao Yan at any time to inquire and copy the information of the company's special account at any time. The bank that opens the account shall provide it with the required information on the special account in a timely, accurate and complete manner. When the sponsor representative inquires about the relevant circumstances of the company's special account with the bank opening the account, he shall issue his or her own legal identity certificate; when other staff designated by Shenwan Hongyuan underwriting the sponsorship to inquire about the relevant information of the company's special account with the opening bank, he shall issue his or her legal identity certificate and unit introduction letter.
(5) The bank shall issue a true, accurate and complete special account statement to the company on a monthly basis (before the 5th of each month), and send a copy to Shenwan Hongyuan underwriting sponsorship.
(6) If the amount withdrawn by the company from the special account exceeds 50 million yuan within 1 time or within 12 months and reaches 20% of the net amount of the total amount of funds raised after deducting the issuance fee, the bank opening the account shall promptly notify Shenwan Hongyuan by fax of the underwriting sponsorship, and provide the expenditure list of the special account.
(7) Shenwan Hongyuan underwriting sponsor has the right to replace the designated sponsor representative in accordance with relevant provisions. If Shenwan Hongyuan underwrites a sponsor to replace the sponsor representative, it shall notify the bank opening the account in writing of the relevant supporting documents. A change of Sponsor Representative shall not affect the validity of this Agreement.
(8) If the depositary bank fails to issue a statement to the company in a timely manner for three consecutive times or notifies Shenwan Hongyuan of the large amount of withdrawal from the special account for underwriting and sponsorship, and there is a situation of failure to cooperate with the special account of Shenwan Hongyuan underwriting and sponsorship investigation, the company may unilaterally terminate the Agreement and cancel the special account for raising funds on its own initiative or at the request of Shenwan Hongyuan underwriting and sponsorship.
(9) If Shenwan Hongyuan underwriting and sponsorship discovers that the company or the bank with an account has not performed the Agreement as agreed, it shall promptly report in writing to the Shanghai Stock Exchange after learning the relevant facts.
(10) The Agreement shall take effect from the date on which the legal representatives of the three parties of the Company, the bank with which the account is opened, and the legal representatives of the three parties undertaking the sponsorship of Shenwan Hongyuan or their authorized representatives sign and affix the official seal of their respective units, and shall become invalid on the date on which all the funds of the special account have been disbursed and cancelled according to law. If the continuous supervision obligation of Shenwan Hongyuan Underwriting Sponsorship to the Company terminates during the period, the Agreement will automatically terminate.
4. Documents for reference
Hengtong Optoelectronics, Shenwan Hongyuan Underwriting Sponsor and the bank signed a special account storage supervision agreement for the raised funds.
Stock code: 600487 Stock abbreviation: Hengtong Optoelectronics Announcement number: 2020-102
Announcement of Jiangsu Hengtong Optoelectronics Co., Ltd. on the use of raised funds to replace the initial investment of the fundraising project
● Jiangsu Hengtong Optoelectronics Co., Ltd. (hereinafter referred to as the "Company") intends to replace the self-raised funds of RMB352,055,997.62 that have been invested in the project in advance with the raised funds, which is in line with the provisions of the replacement within 6 months after the arrival of the raised funds.
Approved by the China Securities Regulatory Commission Securities Regulatory Commission (CSRC) No. 1515 "Reply on Approving the Non-Public Offering of Shares of Jiangsu Hengtong Optoelectronics Co., Ltd.", the Company was approved to non-publicly issue no more than 571,105,746 new shares.
In December 2020, the Company issued 409,423,233 RMB ordinary shares with a par value of RMB1 per share at an issue price of RMB12.31 per share in a non-public offering, raising a total of RMB5,039,999,998.23, net of various offering expenses of RMB35,852,830.31, for a net proceed of RMB5,004,147,167.92. The above-mentioned raised funds have been remitted to the company's account by the lead underwriter, Shenwan Hongyuan Securities Underwriting and Sponsorship Co., Ltd. (hereinafter referred to as "Shenwan Hongyuan Underwriting and Sponsorship"), on December 2, 2020, and a capital verification report was issued by Lixin Certified Public Accountants (Special General Partnership) (Xinhuishi Baozi [2020] No. ZA16002). The Company has adopted a special account storage system for the raised funds, and has signed the Tripartite Supervision Agreement on the Storage of The Raised Funds with the bank that underwrites the sponsorship and deposit of the raised funds with Shenwan Hongyuan.
As of December 8, 2020, the balance of the company's special account for raising funds was 500,999.999823 million yuan, and the storage situation was as follows:
2. The issuance of application documents promises to raise funds for investment projects
The investment projects and plans for the use of the funds raised by the non-public issuance of shares set forth in the Company's "Jiangsu Hengtong Optoelectronics Co., Ltd. 2019 Non-public Offering Of Shares" are as follows:
Unit: 10,000 yuan
If the actual net amount of funds raised after deducting the issuance fee of this offering is lower than the amount of investment in the raised funds of the proposed project, the insufficient part will be solved by the company's own financing; in order to seize the market opportunity in a timely manner, before the funds are in place, the company will invest in the bank loan or its own funds first, and after the funds are in place, the company will replace the funds invested in the previous period with the raised funds.
Third, the preliminary investment of fundraising projects
In order to smoothly promote the investment project of the raised funds, before the arrival of the raised funds, the company has invested in the investment project of the raised funds in advance with self-raised funds. On April 9, 2019, the ninth meeting of the seventh board of directors of the company deliberated and passed the "company's non-public issuance of shares" and other proposals. From April 9, 2019 to December 17, 2020, the actual amount of the Company's self-raised pre-invested investment projects was RMB352,055,997.62, as follows:
Note: The pre-invested funds raised from the operation of the PEACE transoceanic submarine cable system are settled in US dollars for US$48,890,536.33, and the spot exchange rate on the date of the transaction is used as the conversion rate, which is converted into RMB340,591,087.12.
The company decided to replace the pre-invested self-financing funds with 352,055,997.62 yuan of raised funds, of which the replacement of the "PEACE transoceanic submarine cable communication system operation project" pre-invested self-raised funds of 340,591,087.12 yuan, and the replacement of the "100G/400G silicon optical module research and development and mass production project" pre-invested self-financing of 11,464,910.50 yuan.
Fong's Certified Public Accountants (Special General Partnership) has verified the special instructions for replacing the self-raised funds of pre-invested projects with raised funds, and issued the "Attestation Report on The Investment Projects Of Jiangsu Hengtong Optoelectronics Co., Ltd. with Self-raised Funds Pre-invested in Raised Funds" (Xinhui Shi Bao zi [2020] No. ZA16052).
Fourth, the company uses the raised funds to replace the decision-making procedures for the initial investment of the fundraising project
On December 17, 2020, the company held the 27th meeting of the seventh board of directors to deliberate and pass the proposal on "opening a fundraising account and signing a storage supervision agreement with banks and sponsoring institutions", and agreed to use the raised funds of 352,055,997.62 yuan to replace the self-financing of the initial investment of the fundraising project.
The independent directors and the board of supervisors of the company issued a special opinion agreeing to the use of the raised funds to replace the self-raised funds invested in the early stage of the fundraising project, and Shenwan Hongyuan underwriting sponsor and Lixin Certified Public Accountants (special general partnership) also issued a verification opinion on this matter.
V. Explanation of special opinions
1. The accounting firm (special general partnership) believes that the special instructions of the company's self-raised funds pre-invested in the fundraising projects have been prepared in all material respects in accordance with the relevant provisions of the China Securities Regulatory Commission's Guidelines for the Supervision of Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies (CSRC Announcement [2012] No. 44) and the Measures for the Administration of Funds Raised by Listed Companies on the Shanghai Stock Exchange (Revised in 2013) of the Shanghai Stock Exchange. Reflects the Company's advance investment in the investment projects raised by the Company as of December 17, 2020.
2. The sponsor shenwan hongyuan underwriting sponsor believes that the use of part of the raised funds to replace the pre-invested self-raised funds is not more than six months from the arrival of the raised funds, and there is no disguised change in the use of the raised funds and damage to the interests of shareholders. The above-mentioned use of the raised funds by Hengtong Optoelectronics was deliberated and approved by the board of directors and the board of supervisors of the company, the accounting firm issued an assurance report, and the independent directors also issued an independent opinion with explicit consent, and performed the necessary approval procedures, in line with the relevant provisions of the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, the Measures for the Management of Funds Raised by Listed Companies on the Shanghai Stock Exchange (Revised in 2013) and the Company's Measures for the Management of Funds Raised. Agree to Hengtong Optoelectronics to implement the above matters.
3. The independent directors of the Company believe that the Company's use of the raised funds to replace the preliminary investment in the fundraising project complies with the requirements of laws, regulations and normative documents such as the China Securities Regulatory Commission's "Guidelines for the Supervision of Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Listed Companies' Raised Funds", the Shanghai Stock Exchange's "Measures for the Management of Funds Raised by Listed Companies (Revised in 2013)" and the provisions of the Company's "Measures for the Management of Raised Funds", and the replacement procedure for the raised funds is legal and compliant. The replacement of the raised funds did not conflict with the implementation plan of the investment project of the raised funds, did not affect the normal progress of the investment projects of the raised funds, and did not change the investment direction of the raised funds in disguise and harm the interests of shareholders. Agree that the Company will replace the self-financing funds of the projects that have been pre-invested in the fundraising projects with the raised funds.
4. The Board of Supervisors of the Company believes that the decision-making and deliberation procedures of the Company's use of the raised funds to replace the preliminary investment of the fundraising project comply with the requirements of laws, regulations and normative documents such as the Csrcac's "Guidelines for the Supervision of Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies", the Shanghai Stock Exchange's "Measures for the Management of Funds Raised by Listed Companies (Revised in 2013)" and the provisions of the Company's "Measures for the Management of Raised Funds", and the replacement of the raised funds does not conflict with the implementation plan of the investment projects of the raised funds It does not affect the normal progress of the investment project of the raised funds, and there is no disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
6. Online attachments
1. "Attestation Report on the Investment Projects of Jiangsu Hengtong Optoelectronics Co., Ltd. with Self-Raised Funds Pre-invested in Funds" issued by Lixin Certified Public Accountants (Special General Partnership) (Xinhui Shi Baozi [2020] No. ZA16052).
2. Shenwan Hongyuan Securities Underwriting and Sponsorship Co., Ltd. issued the "Verification Opinion on Jiangsu Hengtong Optoelectronics Co., Ltd. Using Part of the Raised Funds to Replace Pre-invested Self-Raised Funds".
Stock code: 600487 Stock abbreviation: Hengtong Optoelectronics Announcement number: 2020-103
Announcement on the adjustment of the conversion price of convertible corporate bonds
Pre-correction transfer price: 15.58 yuan / share;
Revised transfer price: 15.01 yuan / share;
Transfer price adjustment start date: December 21, 2020.
1. Basis for adjusting the transfer price
Jiangsu Hengtong Optoelectronics Co., Ltd. (hereinafter referred to as the "Company") publicly issued RMB1,773 million convertible corporate bonds (bond abbreviation: "Hengtong Convertible Bond", bond code: 110056) on March 19, 2019, in accordance with the terms of the Prospectus for the Public Offering of Convertible Corporate Bonds by Jiangsu Hengtong Optoelectronics Co., Ltd. and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on the issuance of convertible corporate bonds, "Hengtong Convertible Bonds". After the issuance, if the company distributes bonus shares, increases the share capital, issues new shares (excluding the increase in share capital due to the conversion of convertible corporate bonds issued in this issue), allotment of shares and cash dividends, etc., the conversion price of the convertible bonds will be corrected.
On July 23, 2020, the Company received the Reply on Approving the Non-Public Offering of Shares of Jiangsu Hengtong Optoelectronics Co., Ltd. (CSRC Approval [2020] No. 1515) issued by the China Securities Regulatory Commission, which approved the Company's approval of the Company's non-public issuance of no more than 571,105,746 new shares.
According to the "Securities Change Registration Certificate" issued by the Shanghai Branch of China Securities Depository and Clearing Co., Ltd., the company has completed the registration procedures for 409,423,233 new A-shares in this non-public offering. The resulting adjustment of the convertible bond-to-equity swap price complies with the provisions of the prospectus for the company's convertible corporate bonds.
2. The formula for adjusting the transfer price
According to the relevant provisions of the offering terms of the Prospectus for the Public Offering of Convertible Corporate Bonds by Jiangsu Hengtong Optoelectronics Co., Ltd., after this issuance, if the company distributes bonus shares, increases the share capital, issues new shares (excluding the increase in share capital due to the conversion of convertible corporate bonds issued this time), allotment of shares and cash dividends, etc., the transfer price will be adjusted according to the following formula (retaining two decimal places, the last one is rounded):
Distribution of bonus shares or conversion of share capital: P1 = P0÷ (1 + n);
Additional new shares or rights issue: P1 = (P0 + A×k) ÷ (1 + k);
The above two items are carried out at the same time: P1 = (P0 + A×k) ÷ (1 + n + k);
Cash dividends paid: P1=P0-D;
The above three items are carried out simultaneously: P1 = (P0-D + A×k) ÷ (1 + n + k).
Among them: P1 is the adjusted conversion stock price; P0 is the pre-adjustment conversion price; n is the dividend or increased share capital ratio; A is the additional new stock price or allotment price; k is the additional new share or allotment rate; and D is the cash dividend per share.
When the above-mentioned changes in the shares and/or shareholders' equity occur, the company will adjust the transfer price in turn, and publish an announcement of the transfer price adjustment on the information disclosure media of the listed company designated by the CSRC, and specify the date of the transfer price adjustment, the adjustment method and the suspension period (if necessary) in the announcement. When the transfer price adjustment date is on or after the application date for the conversion of the holder of the convertible corporate bonds issued in this issue, but before the record date for the conversion of shares, the holder's application for the transfer of shares shall be executed at the adjusted transfer price of the Company.
Due to the adjustment of the transfer price due to the issuance of new shares, the trading of "Hengtong Transfer" will be suspended on December 18, 2020, and trading will resume on December 21, 2020, and the transfer of shares will resume. The transfer price of "Hengtong Bond" will be adjusted from the original 15.58 yuan per share to 15.01 yuan per share, and the adjusted transfer price will take effect from December 21, 2020 (December 19 and 20 are non-working days).