Securities code: 300763 securities abbreviation: Ginlong Technologies Co.Ltd(300763) Announcement No.: 2022-004 Ginlong Technologies Co.Ltd(300763)
Announcement on the resolution of the fifth meeting of the third board of directors
The board of directors does not guarantee that any record, omission or material misrepresentation of the company’s announcement is not true or complete.
1、 Meetings of the board of directors
The fifth meeting of the third board of directors of Ginlong Technologies Co.Ltd(300763) (hereinafter referred to as “the company”) was held in the conference room of the company at No. 57 Jintong Road, Binhai Industrial Park, economic development zone, Xiangshan County, Zhejiang Province on Monday, February 7, 2022. The notice of the meeting has been notified to all directors by mail, personal delivery and other means on February 2, 2022. There are 7 directors who should attend the meeting, and 7 actually attended the meeting (including 4 directors who attended by means of communication). The meeting was presided over by Wang Yiming, chairman and general manager, and attended by supervisors and senior executives of the company. The meeting was held in accordance with relevant laws, regulations, rules and the Ginlong Technologies Co.Ltd(300763) articles of Association (hereinafter referred to as the “articles of association”). After careful consideration by all directors, the following resolutions were reached at the meeting:
2、 Deliberations of the board meeting
(I) the proposal on further clarifying the specific plan for the company to issue convertible corporate bonds to unspecified objects was deliberated and adopted item by item
The company’s issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as “this issuance”) was deliberated and approved by the 69th review meeting of the municipal Party Committee on the gem of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) in 2021 on December 2, 2021, and approved to be registered by the CSRC’s zjxk [2022] No. 55 document on January 11, 2022. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of issuing convertible corporate bonds to unspecified objects deliberated and approved by the 2020 annual general meeting of shareholders of the company, the general meeting of shareholders of the company authorizes the board of directors or the authorized persons of the board of directors to within the scope permitted by relevant laws, regulations and the articles of association, According to the opinions of the regulatory authorities and in combination with the actual situation of the company, revise, adjust and supplement the issuance scheme and terms of this convertible corporate bonds (hereinafter referred to as “convertible bonds”), and further clarify the specific scheme for the company to issue convertible bonds to unspecified objects before the issuance. The details are as follows:
1. Issuance scale
The total amount of convertible bonds issued this time is 897 million yuan, a total of 8.97 million.
Voting results: 7 in favor, 0 against and 0 abstention.
2. Coupon rate
The coupon rate of convertible bonds issued this time is: 0.30% in the first year, 0.40% in the second year, 1.00% in the third year, 1.50% in the fourth year, 2.00% in the fifth year and 2.50% in the sixth year.
Voting results: 7 in favor, 0 against and 0 abstention.
3. Initial conversion price
The initial conversion price of the convertible bonds issued this time is 227.02 yuan / share, Not less than the average trading price of the company’s shares on the 20 trading days before the announcement date of the prospectus (if there has been a stock price adjustment due to ex right and ex dividend within the 20 trading days, the average trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) and the average trading price of the company’s shares on the previous trading day.
The average trading price of the company’s shares in the first 20 trading days = the total trading volume of the company’s shares in the first 20 trading days ÷ the total trading volume of the company’s shares in the 20 trading days; The average trading price of the company’s shares on the previous trading day = the total trading volume of the company’s shares on the previous trading day ÷ the trading volume of the company’s shares on that day.
Voting results: 7 in favor, 0 against and 0 abstention.
4. Maturity redemption clause
Within five trading days after the expiration of the issuance of convertible bonds to unspecified objects, the company will redeem all the convertible bonds that have not been converted into shares at the price of 113.00% (including the last interest) of the face value of the bonds.
Voting results: 7 in favor, 0 against and 0 abstention.
5. Distribution object
(1) Original shareholders of the company: all A-share shareholders registered by CSDCC Shenzhen Branch after the closing of the equity registration date announced in the issuance announcement (i.e. February 9, 2022, t-1).
(2) Social public investors: natural persons, legal persons, securities investment funds and other investors in compliance with the laws and regulations holding the securities account of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (except those prohibited by national laws and regulations).
(3) The self operated account of the recommendation institution (lead underwriter) shall not participate in this subscription.
Voting results: 7 in favor, 0 against and 0 abstention.
6. Distribution mode
The jinlang convertible bonds issued this time will be preferentially placed to the original A-share shareholders registered by the issuer after the closing of the 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) will be issued to the public investors online through the trading system of Shenzhen Stock Exchange.
(1) Preferred placement of original A-share shareholders
① 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 (February 9, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of 3.6230 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.
Ginlong Technologies Co.Ltd(300763) the total share capital of the existing A-Shares is 247580246 shares, and there is no repurchase of treasury shares in the special account, that is, the total share capital with the priority placement right of the original shareholders is 247580246 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 8969832, accounting for about 99.998% of the total amount of convertible bonds issued this time. Since less than one share is executed in accordance with the share allotment business guidelines of the registration company, the final total number of preferred placements may be slightly different.
② In addition to participating in the priority placement, the original A-share 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.
③ The preferred placement of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placement code is “380763”, and the placement is referred to as “jinlang debt distribution”. If the number of convertible bonds subscribed by the original shareholders for online priority placement is less than 1, it shall be implemented in accordance with the share allotment business guidelines of the registration company, that is, the number of preferred subscriptions less than 1 shall be sorted according to the number, 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, which shall be carried out in a circular manner until all allotments are completed.
If the ” Ginlong Technologies Co.Ltd(300763) ” 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 Shenzhen Stock Exchange.
(2) Public investors participate in online subscription through the trading system of Shenzhen Stock Exchange
Public investors participate in online subscription through the trading system of Shenzhen Stock Exchange. The subscription code is “370763”, and the subscription is referred to as “jinlang bond issuance”. The minimum subscription quantity of each securities account participating in this online pricing issuance is 10 (1000 yuan), and each 10 is a subscription unit. If there are more than 10, it must be an integral multiple of 10. The upper limit of subscription for each account is 10000 (1 million yuan), and the excess part is 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 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 shall express their purchase intention independently and shall not fully entrust securities companies to purchase on their behalf.
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 day. On February 10, 2022 (t day), the effective online subscription quantity of investors and the balance after the preferential placement of the original shareholders (including the preferential placement abandoned by the original shareholders), that is, after the total amount of online issuance is determined, the issuer and the recommendation institution (lead underwriter) place convertible bonds according to the following principles:
1) When the total amount of effective subscription is less than or equal to the total amount of online issuance, the investor shall subscribe according to its effective subscription amount;
2) When the total amount of online subscription is greater than the total amount of online issuance, the placement quantity shall be determined according to the lottery results of investors.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the above matters. According to the authorization of the company’s 2020 annual general meeting of shareholders, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
Details are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
(II) deliberated and passed the proposal on the listing of convertible corporate bonds issued by the company to unspecified objects, in accordance with the relevant provisions of the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange and the resolutions of the 2020 annual general meeting of shareholders, The general meeting of shareholders authorizes the board of directors and its authorized persons to handle the listing and registration of convertible bonds in Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the completion of this issuance.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the above matters. According to the authorization of the company’s 2020 annual general meeting of shareholders, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
Details are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
(III) deliberated and passed the proposal on establishing a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signing a supervision agreement for raising funds
Standardize the deposit, use and management of funds raised by the company, According to the regulations of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, listed companies regulatory guidelines No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other laws and regulations, as well as the company’s raised funds management system, With the authorization of the company’s 2020 annual general meeting of shareholders, the company will open a special account for raising funds in the bank to manage and store the funds raised by issuing convertible bonds to unspecified objects, and authorize the chairman of the company or other designated persons to sign the supervision agreement for raising funds with the sponsor and the bank storing the raised funds as soon as possible after the funds are received.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the above matters. According to the authorization of the company’s 2020 annual general meeting of shareholders, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
Details are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
3、 Documents for future reference
1. Resolutions of the 5th meeting of the 3rd board of directors;
2. Independent opinions of independent directors on matters related to the fifth meeting of the third board of directors.
It is hereby announced.
Ginlong Technologies Co.Ltd(300763) board of directors February 8, 2022
