Securities code: 002381 securities abbreviation: Zhejiang Double Arrow Rubber Co.Ltd(002381) Announcement No.: 2022-002 Zhejiang Double Arrow Rubber Co.Ltd(002381)
Announcement of resolutions of the 15th meeting of the 7th board of directors
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.
1、 Meetings of the board of directors
The 15th meeting of the seventh board of directors of Zhejiang Double Arrow Rubber Co.Ltd(002381) (hereinafter referred to as “the company”) was held by means of communication voting on February 8, 2022. The notice of this meeting was sent to all directors, supervisors and senior managers in writing and e-mail on February 2, 2022. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting. The board of supervisors, supervisors and senior managers of the company attended the board meeting as nonvoting delegates. The board of directors is chaired by Mr. Shen Gengliang. The notice, convening and number of directors attending the meeting are in accordance with relevant laws, regulations, rules and the articles of association.
2、 Deliberations of the board meeting
After careful consideration by the directors attending the meeting, the following resolutions were adopted by open ballot:
(I) the proposal on further clarifying the specific plan for public issuance of convertible corporate bonds was deliberated and adopted item by item
The China Securities Regulatory Commission issued the reply on approving Zhejiang Double Arrow Rubber Co.Ltd(002381) public issuance of convertible corporate bonds (zjxk [2021] No. 3594) on November 11, 2021, approving the company to publicly issue convertible corporate bonds with a total face value of 513.64 million yuan for a period of six years. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the public offering of A-share convertible corporate bonds deliberated and approved by the company’s 2020 annual general meeting of shareholders, the board of directors of the company, within the scope of authorization of the general meeting of shareholders, in accordance with the requirements of relevant laws and regulations, in combination with the actual situation and market conditions of the company, Further clarify the specific scheme of the company’s public issuance of convertible corporate bonds. The specific contents and voting results are as follows:
1. Issuance scale
The issuance scale of convertible corporate bonds in this public offering is RMB 513.64 million, and the issuance number is 5136400.
Voting results: 9 in favor, 0 abstention and 0 against.
2. Bond interest rate
The coupon rate of convertible corporate bonds issued this time is set as: 0.30% in the first year, 0.50% in the second year, 1.00% in the third year, 1.50% in the fourth year, 1.80% in the fifth year and 2.00% in the sixth year.
Voting results: 9 in favor, 0 abstention and 0 against.
3. Initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 7.91 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 closing 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 previous 20 trading days = the total trading volume of the company’s shares in the previous 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 total trading volume of the company’s shares on the trading day.
Voting results: 9 in favor, 0 abstention and 0 against.
4. Maturity redemption clause
Within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem all the convertible bonds that have not been converted to shares from investors at the price of 112% of the face value of the bonds (including the last interest).
Voting results: 9 in favor, 0 abstention and 0 against.
5. Issuing method and object
(1) Distribution mode
The convertible corporate bonds issued this time are preferentially placed to the original shareholders registered by China Securities Depository and Clearing Corporation Limited Shenzhen Branch after the closing of the company on the equity registration date. The balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) is sold online to the public investors through the trading system of Shenzhen Stock Exchange.
(2) Distribution object
① Priority placement to the original shareholders of the company: all shareholders of the company registered after the closing of the stock market on the equity registration date announced in the issuance announcement (i.e. February 10, 2022, t-1).
② Online issuance: natural persons, legal persons, securities investment funds and other investors in compliance with the laws and regulations holding the securities account of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (except those prohibited by national laws and regulations).
③ The self operated account of the sponsor (lead underwriter) of this offering shall not participate in online subscription.
Voting results: 9 in favor, 0 abstention and 0 against.
6. Arrangement of placing to original shareholders
The number of convertible bonds that can be preferentially placed by the original shareholders is the number of shares of the company registered after the closing of the stock market on the equity registration date (February 10, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of 1.2479 yuan of convertible bonds per share, and then converted into a number of sheets at the rate of 100 yuan per sheet, each of which is an application unit. The original shareholders can decide the amount of convertible bonds actually subscribed according to their own conditions.
The company has a total share capital of 411572264 shares. Calculated according to the priority placement proportion of this issuance, the original shareholders can give priority to the subscription of about 5136010, accounting for about 99.9924% of the total amount of 5136400 convertible bonds issued this time. Since the part less than one is implemented in accordance with the business guidelines of securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, the total number of final priority placements may be slightly different.
Voting results: 9 in favor, 0 abstention and 0 against.
The independent directors of the company expressed their independent opinions on the above proposal. For details, please refer to cninfo (www.cn. Info. Com. CN.) on February 9, 2022 Independent opinions of independent directors on relevant matters of the 15th meeting of the seventh board of directors disclosed.
(II) the proposal on public issuance of convertible corporate bonds for listing was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention.
In accordance with the relevant provisions of laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange and the authorization of the company’s 2020 annual general meeting, the board of directors of the company will, after the issuance of convertible corporate bonds is completed, Handle matters related to the listing of convertible corporate bonds in Shenzhen Stock Exchange, and authorize the company’s management and its authorized representative to handle specific matters.
The independent directors of the company expressed their independent opinions on the above proposal. For details, please refer to cninfo (www.cn. Info. Com. CN.) on February 9, 2022 Independent opinions of independent directors on relevant matters of the 15th meeting of the seventh board of directors disclosed.
(III) the proposal on opening a special account for raising funds through public issuance of convertible corporate bonds and signing a supervision agreement for raising funds was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention
In order to further standardize the deposit, use and management of raised funds and protect the interests of investors, in accordance with the relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the relevant provisions of the company’s management system for raised funds, The company and its wholly-owned subsidiary Tongxiang Desheng adhesive tape Co., Ltd. plan to open a special account for the raised funds for the special storage and use of the funds raised by the public offering of convertible corporate bonds, and sign a supervision agreement for the raised funds with the sponsor (lead underwriter) and the bank opening the special account for the raised funds, Supervise the deposit and use of the funds raised by convertible corporate bonds. At the same time, the board of directors authorizes the chairman of the company or his authorized representative to handle the opening of the special account for raised funds and the signing of the supervision agreement for raised funds.
Voting results: 9 in favor, 0 abstention and 0 against.
The independent directors of the company expressed their independent opinions on the above proposal. For details, please refer to cninfo (www.cn. Info. Com. CN.) on February 9, 2022 Independent opinions of independent directors on relevant matters of the 15th meeting of the seventh board of directors disclosed.
3、 Documents for future reference
The resolution of the 15th meeting of the Zhejiang Double Arrow Rubber Co.Ltd(002381) seventh board of directors signed by the attending directors and stamped with the seal of the board of directors.
It is hereby announced.
Zhejiang Double Arrow Rubber Co.Ltd(002381) board of directors
February 9, 2002
