Securities code: 301040 securities abbreviation: Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) issue convertible corporate bonds to unspecified objects
reserve plan
February, 2002
Issuer statement
1. The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
2. After the issuance of convertible corporate bonds to unspecified objects, the company shall be responsible for the changes in the company’s operation and income; The investment risk caused by the issuance of convertible corporate bonds to unspecified objects shall be borne by the investors themselves.
3. This plan is the explanation of the board of directors of the company on the issuance of convertible corporate bonds to unspecified objects. Any statement to the contrary is untrue.
4. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
5. The matters described in this plan do not represent the substantive judgment, confirmation, approval or registration of the audit and registration departments on the matters related to the issuance of convertible corporate bonds to unspecified objects. The effectiveness and completion of the matters related to the issuance of convertible corporate bonds to unspecified objects described in this plan are yet to be considered by the general meeting of shareholders of the company The issuance and listing of Shenzhen stock exchange can be implemented only after being reviewed and reported to the CSRC for registration, and the final plan registered by the CSRC shall prevail.
interpretation
In this plan, unless the context specifies, the following abbreviations have the following meanings: issuer, company, Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) and Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) listed company
This issuance refers to the issuance of convertible corporate bonds with a total amount of no more than 360 million yuan (inclusive) to unspecified objects
Board of directors means the Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) board of directors
General meeting means Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) general meeting of shareholders
Share conversion refers to the process in which the bondholder converts its A-share convertible corporate bonds into the issuer’s A-share shares according to the agreed price and procedures
Stock conversion period refers to the start date to the end date when the bondholder can convert the issuer’s A-share convertible corporate bonds into the issuer’s A-share shares
The conversion price refers to the price per share payable by the bondholder when the A-share convertible corporate bonds issued this time are converted into the issuer’s A-share shares
Bondholder refers to the investor who holds the A-share convertible corporate bonds issued by the company this time
The reporting period refers to 2018, 2019, 2020 and January September 2021
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The articles of association and the articles of association refer to the Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) articles of association
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
CSRC refers to the China Securities Regulatory Commission
Special note: the data listed in this plan may be slightly different from the sum directly added according to the relevant single data listed in the plan due to rounding.
1、 Explanation that this issuance meets the conditions for issuing securities to unspecified objects in the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation)
In accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, 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 Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) and considered that the company complied with the current laws The regulations and normative documents on listed companies issuing convertible corporate bonds to unspecified objects meet the conditions for issuing convertible corporate bonds to unspecified objects. 2、 Overview of this offering
(I) types 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.
(II) 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.
(III) 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.
(IV) bond term
The term of convertible corporate bonds issued this time is 6 years from the date of issuance.
(V) 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.
The board of directors (or the person authorized by the board of directors) shall adjust the coupon rate accordingly.
(VI) 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.
(VII) guarantee matters
The convertible corporate bonds issued this time do not provide guarantee.
(VIII) convertible bond rating
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.
(IX) term of share conversion
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.
(x) determination and adjustment of share 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.
（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.
（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 convertible
