Securities code: 301040 securities abbreviation: Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) Announcement No.: 2022-003 Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040)
Announcement of resolutions of the 7th Meeting of the 3rd 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
Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) (hereinafter referred to as “the company”) sent a written notice to all directors of the seventh meeting of the third board of directors on January 28, 2022. The meeting was held in the company’s conference room on February 8, 2022 in the form of on-site and online video. There are 8 directors who should attend the meeting and 8 directors who actually attend the meeting. The board of directors is convened by Mr. Wu Junsan, chairman of the company. The convening, convening and voting procedures of this meeting comply with the provisions of the company law of the people’s Republic of China and the Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) articles of association. 2、 Deliberations of the board meeting
After discussion, the directors present at the meeting formed the following resolutions by voting:
(I) deliberated and passed the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
In accordance with the provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws, regulations and normative documents, the board of directors conducted self-examination and demonstration on the actual situation and related matters of the company one by one, It is considered that the conditions of the company meet the relevant provisions of the current laws and regulations and normative documents on the issuance of convertible corporate bonds by GEM listed companies to unspecified objects, and meet the conditions for GEM listed companies to issue convertible corporate bonds to unspecified objects.
The independent directors of the company expressed their independent opinions on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention, which was adopted.
(II) the proposal on the company’s plan to issue convertible corporate bonds to unspecified objects was deliberated and adopted item by item
In accordance with the provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws, regulations and normative documents, and in combination with the actual situation of the company, the company has formulated a Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) scheme for issuing convertible corporate bonds to unspecified objects (hereinafter referred to as “this issuance”), with the specific contents as follows:
1. Type of securities issued
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. These convertible corporate bonds and future converted A-share shares will be listed on the gem of Shenzhen Stock Exchange.
Voting results: 8 in favor, 0 against and 0 abstention, which was adopted.
2. Issuance scale
In accordance with the provisions of relevant laws and regulations and normative documents, and in combination with the company’s financial situation and investment plan, the total amount of funds raised by the proposed issuance of convertible corporate bonds shall not exceed RMB 360 million (inclusive). The specific issuance scale shall be determined by the board of directors (or the person authorized by the board of directors) according to the authorization of the general meeting of shareholders and the actual situation at the time of issuance, It shall be determined through consultation with the sponsor (lead underwriter) of this offering.
Voting results: 8 in favor, 0 against and 0 abstention, which was adopted.
3. Face value and issue price
The convertible corporate bonds issued this time are issued at face value, with each face value of RMB 100.00. Voting results: 8 in favor, 0 against and 0 abstention, which was adopted.
4. Bond term
The term of convertible corporate bonds issued this time is 6 years from the date of issuance.
Voting results: 8 in favor, 0 against and 0 abstention, which was adopted.
5. Bond interest rate
The determination method of the coupon rate of the convertible corporate bonds issued this time and the final interest rate level of each interest bearing year shall be determined by the board of directors (or the person authorized by the board of directors) authorized by the general meeting of shareholders of the company through consultation with the recommendation institution (lead underwriter) according to national policies, market conditions and specific conditions of the company before issuance.
Before the issuance of convertible corporate bonds, if the bank deposit interest rate is adjusted, the general meeting of shareholders authorizes the board of directors (or the person authorized by the board of directors) to adjust the coupon rate accordingly.
Voting results: 8 in favor, 0 against and 0 abstention, which was adopted.
6. Term and method of repayment of principal and interest
The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, return the principal of the outstanding convertible corporate bonds at maturity and pay the interest of the last year.
(1) Annual interest calculation
Annual interest refers to the current interest enjoyed by the holders of convertible corporate bonds for each full year from the first date of issuance of convertible corporate bonds according to the total face value of convertible corporate bonds.
The calculation formula of annual interest is: I = B × i
1: Refers to the annual interest amount;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time on the date of interest payment creditor’s rights registration in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: The current year’s coupon rate of convertible corporate bonds.
(2) Interest payment method
1) The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of issuance of convertible corporate bonds.
2) Interest payment date: the interest payment date of each year is the date of each full year from the first date of issuance of convertible corporate bonds issued this time. If the day is a legal holiday or rest day, it shall be postponed to the next trading day without additional interest. The interest year is between two adjacent interest payment days.
3) Interest payment creditor’s right registration date: the interest payment creditor’s right registration date of each year is the trading day before the interest payment date of each year. The company will pay the interest of the current year within five trading days after the interest payment date of each year. For the convertible corporate bonds that apply for conversion into the company’s shares before the registration date of interest paying creditor’s rights (including the registration date of interest paying creditor’s rights), the company will no longer pay the interest of this interest year and subsequent interest years to its holders.
4) The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders.
5) The company will complete the repayment of the principal and interest of the bond balance within five working days after the expiration of the convertible corporate bond.
Voting results: 8 in favor, 0 against and 0 abstention, which was adopted.
7. Guarantee matters
The convertible corporate bonds issued this time do not provide guarantee.
Voting results: 8 in favor, 0 against and 0 abstention, which was adopted.
8. Convertible bond rating matters
The convertible bonds issued this time will be entrusted to a qualified credit rating agency for credit rating and follow-up rating. Credit rating agencies shall announce tracking rating reports at least once a year.
Voting results: 8 in favor, 0 against and 0 abstention, which was adopted.
9. Conversion period
The conversion period of convertible corporate bonds issued this time starts from the first trading day after the expiration of six months from the date of issuance of convertible corporate bonds to the maturity date of convertible corporate bonds.
Voting results: 8 in favor, 0 against and 0 abstention, which was adopted.
10. Determination and adjustment of conversion price
(1) Determination basis of initial conversion price
The initial conversion price of the convertible corporate bonds issued this time shall not be lower 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 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, and the specific initial conversion price shall be submitted to the general meeting of shareholders of the company to authorize the board of directors of the company (or the person authorized by the board of directors) to negotiate and determine with the sponsor (lead underwriter) according to the market and the specific situation of the company before the issuance.
Average trading price of the company’s shares in the first 20 trading days = total trading volume of the company’s shares in the first 20 trading days / total trading volume of the company’s shares in the last 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 that day.
(2) Adjustment method and calculation formula of conversion price
After this issuance, when the company changes its shares due to share allotment, additional issuance, share distribution, dividend distribution, division and other reasons (excluding the increased share capital due to the conversion of convertible bonds into shares issued this time), the conversion price will be adjusted according to the following formula (the last two digits will be retained and the last one will be rounded):
Distribution of stock dividends or conversion to share capital: P1 = P0 / (1 + n);
Additional shares or allotment: P1 = (P0 + a) × k）/（1+k）；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × k）/（1+n+k）；
Cash dividend: P1 = p0-d;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k）/（1+n+k）
Where: P0 refers to the transfer price before adjustment, n refers to the share dividend or share capital conversion rate, K refers to the new share price or allotment rate, a refers to the new share price or allotment price, D refers to the cash dividend per share, and P1 refers to the transfer price after adjustment.
When the company changes the above shares and / or shareholders’ equity, the conversion price will be adjusted in turn and posted on the website of Shenzhen Stock Exchange（ http://www.szse.cn./ ）Or publish the announcement of the resolution of the board of directors on the media qualified for information disclosure in the securities market, and specify the adjustment date, adjustment method and suspension period of share conversion price in the announcement (if necessary); When the adjustment date of the conversion price is on or after the application date for conversion of convertible corporate bonds issued this time and before the registration date of conversion shares, the application of the holder for conversion of shares shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, merger, division or any other circumstances, which may change the class, quantity and / or shareholder’s equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible corporate bonds issued this time or the derivative rights and interests converted into shares, the company will, according to the specific circumstances, follow the principles of fairness, impartiality The conversion price shall be adjusted in accordance with the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible corporate bonds issued this time. The adjustment contents and operation methods of the conversion price will be formulated in accordance with the relevant national laws and regulations, the relevant provisions of the securities regulatory authorities and the Shenzhen Stock Exchange.
Voting results: 8 in favor, 0 against and 0 abstention, which was adopted.
11. Downward correction clause of conversion price
(1) Correction authority and correction range
During the duration of the convertible corporate bonds issued this time, when the closing price of the company’s shares is lower than 85% of the current conversion price for at least 15 trading days in any continuous 30 trading days, the board of directors of the company has the right to propose a downward correction plan for the conversion price and submit it to the general meeting of shareholders of the company for voting.
The above plan can be implemented only after more than two-thirds of the voting rights held by the shareholders attending the meeting are approved. When voting at the general meeting of shareholders, shareholders holding convertible corporate bonds issued this time shall withdraw. The revised conversion price shall not be lower than the average trading price of the company’s shares on the 20th trading day before the convening of the general meeting of shareholders and the average trading price of the company’s shares on the previous trading day.
If the conversion price has been adjusted within the above 30 trading days, it shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days.
(2) Correction procedure
If the company decides to revise the conversion price downward, the company will（ http://www.szse.cn./ ）Or publish relevant announcements on the media qualified for information disclosure in the securities market, including the revision range of the announcement, the date of equity registration and the period of suspension of share conversion (if necessary). From the first trading day after the equity registration date (i.e. the date of correction of the share conversion price), the application for share conversion shall be resumed and the corrected share conversion price shall be implemented. If the correction date of the conversion price is on or after the conversion application date and before the conversion share registration date, such conversion application shall be executed according to the corrected conversion price.
Voting results: 8 in favor, 0 against and 0 abstention, which was adopted.
12. How to determine the number of shares to be converted and how to deal with the amount of less than one share at the time of conversion
When the bondholder applies for share conversion during the share conversion period, the calculation method of the number of shares converted is q = V / P, and the integer multiple of one share is taken by the tailing method. Where: Q: refers to the number of convertible corporate bonds converted into shares; 5: Refers to the total face value of convertible corporate bonds applied for share conversion by convertible bondholders; P: It refers to the effective share conversion price on the day of application for share conversion.
The shares applied for conversion by the bondholders of convertible companies must be integer shares. For the part of convertible corporate bonds that is less than 1 share at the time of share conversion, the company will pay the balance of convertible corporate bonds and the current accrued interest corresponding to the balance in cash within five trading days after the date of share conversion of convertible corporate bondholders in accordance with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other departments.
Voting results: 8 in favor, 0 against and 0 abstention, which was adopted.
13. Redemption clause
(1) 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 corporate bonds that have not been converted into shares. The specific redemption price shall be determined by the board of directors authorized by the general meeting of shareholders (or the person authorized by the board of directors) through consultation with the sponsor (lead underwriter) according to the market conditions at the time of issuance.
(2) Conditional redemption clause
During the conversion period, in case of any of the following two situations, the company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted according to the face value of the bonds plus the accrued interest in the current period:
1) During the conversion period, if the closing price of the company’s shares for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price;
2) When the balance of convertible corporate bonds issued this time is less than 30 million yuan.
The calculation formula of current accrued interest is: ia = B × i × t/365
Ia: interest accrued in the current period;
