Securities code: 688680 securities abbreviation: Shanghai Hiuv New Materials Co.Ltd(688680) Shanghai Hiuv New Materials Co.Ltd(688680)
(room 909a, building a, No. 3000, Longdong Avenue, China (Shanghai) pilot Free Trade Zone)
Plan for issuing convertible corporate bonds to unspecified objects
(Second Revision)
February, 2002
Company statement
1、 The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents of the plan.
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 investor shall be responsible for the investment risk caused by the issuance of convertible corporate bonds to unspecified objects.
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 stated in this plan do not represent the substantive judgment, confirmation, approval or registration of the audit and registration departments on 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 have yet to be reviewed by the Shanghai Stock Exchange and reported to the CSRC for registration.
Important content tips
(I) the way of issuing securities this time: issuing convertible corporate bonds to unspecified objects.
(II) the total amount of funds raised from the issuance of convertible corporate bonds to unspecified objects shall not exceed 694 million yuan (including 694 million yuan). The net amount of funds raised after deducting the issuance expenses will be used for the following projects: unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1 photovoltaic packaging film project with an annual output of 200 million square meters (phase I) 45913.86 31900.00
2. Photovoltaic packaging material project with an annual output of 150 million square meters, 36157.51 and 25500.00 meters of Shangrao haiyouwei application Film Co., Ltd. (phase I)
3. Supplementary working capital 12000.00 12000.00
Total 94071.37 69400.00
(III) whether related parties participate in this issuance to unspecified objects: the convertible corporate bonds issued this time are subject to priority placement to the existing shareholders of the company. The specific priority placement quantity shall be submitted to the general meeting of shareholders of the company to authorize the board of directors to determine according to the specific situation before issuance, and shall be disclosed in the issuance announcement of convertible corporate bonds issued this time.
(IV) the issuance method and object of this issuance of securities to unspecified objects: the specific issuance method of this convertible corporate bonds shall be determined through consultation between the board of directors (or the person authorized by the board of directors) authorized by the general meeting of shareholders of the company and the sponsor (lead underwriter). The issuing objects of convertible corporate bonds this time are natural persons, legal persons, securities investment funds and other investors in line with the laws and regulations holding the securities account of China Securities Depository and Clearing Co., Ltd. Shanghai Branch (except those prohibited by national laws and regulations).
(V) arrangements for the placement of securities issued to unspecified objects to existing shareholders: the convertible corporate bonds issued this time give the existing A-share shareholders of the company the priority placement right, and the existing shareholders have the right to waive the priority placement right. The specific priority placement quantity shall be submitted to the general meeting of shareholders of the company to authorize the board of directors to determine according to the specific situation before issuance, and shall be disclosed in the issuance announcement of convertible corporate bonds issued this time.
catalogue
The company declares that 1 important content tips 2 interpretation 4 text 5 I. explanation that this issuance meets the conditions for issuing securities to unspecified objects in the measures for the administration of securities issuance registration of listed companies on the science and Innovation Board (for Trial Implementation) 5 II. Overview of this offering 5 III. financial accounting information and management discussion and Analysis 14 IV. purpose of the raised funds of this issuance of convertible bonds 29 v. profit distribution 29 VI. statement of the board of directors of the company that there is no dishonesty in the company 36 VII. Statement of the board of directors on the refinancing plan of the company in the next 12 months thirty-seven
interpretation
In this plan, unless otherwise specified, the following words have the following meanings: issuer, Shanghai Hiuv New Materials Co.Ltd(688680) , company refers to Shanghai Hiuv New Materials Co.Ltd(688680)
This issuance refers to Shanghai Hiuv New Materials Co.Ltd(688680) the issuance of convertible corporate bonds to unspecified objects
Convertible bonds refer to convertible corporate bonds that can be converted into company shares
This plan refers to Shanghai Hiuv New Materials Co.Ltd(688680) the plan for issuing convertible corporate bonds to unspecified objects (Second Revision)
Prospectus and prospectus refer to the prospectus for Shanghai Hiuv New Materials Co.Ltd(688680) issuing convertible corporate bonds to unspecified objects
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
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Board of directors means the Shanghai Hiuv New Materials Co.Ltd(688680) board of directors
General meeting means Shanghai Hiuv New Materials Co.Ltd(688680) general meeting of shareholders
The articles of association refers to the Shanghai Hiuv New Materials Co.Ltd(688680) articles of association
CSRC refers to the Securities Regulatory Commission of the people's Republic of China
Shanghai stock exchange refers to Shanghai Stock Exchange
The reporting period, the last three years and the first period refer to 2018, 2019, 2020 and January September 2021
EVA refers to ethylene vinyl acetate copolymer
EVA film refers to EVA resin as the main raw material, by adding suitable crosslinking agent, anti-aging additives, and so on, through melt extrusion, using salivation film.
White film, white EVA adhesive film and white refer to the white synergistic EVA adhesive film used for the back packaging of the battery, which can increase the reflectivity and improve the conversion efficiency of photovoltaic modules with synergistic EVA adhesive film
Transparent EVA adhesive film refers to traditional EVA adhesive film products, which are used for PV module packaging
Poe refers to polyolefin elastomer
It refers to the production of film with POE as the raw material
The module refers to several Cecep Solar Energy Co.Ltd(000591) battery chips, which are composed of series and parallel. Its function is to amplify the Cecep Solar Energy Co.Ltd(000591) battery chips with low power into photoelectric devices that can be used alone
Note: unless otherwise specified, the financial data and financial indicators quoted in this plan refer to the financial data in the consolidated statement and the financial indicators calculated according to the financial data in the consolidated statement. Any discrepancy between the total count and the sum of the listed values in any table in this plan is caused by rounding.
text
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 listed companies on the science and Innovation Board (for Trial Implementation)
In accordance with the relevant 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 listed companies on the science and Innovation Board (for Trial Implementation) and other laws, regulations and normative documents, and in comparison with the requirements of relevant qualifications and conditions for listed companies on the science and innovation board to issue convertible bonds to unspecified objects, After the board of directors of the company has checked the actual situation of the company item by item, all conditions of the company comply with the provisions of current laws, regulations and normative documents on the issuance of convertible corporate bonds by companies listed on the science and innovation board to unspecified objects, and are qualified to issue 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. The convertible corporate bonds and A-Shares of the company to be converted in the future will be listed on the science and Innovation Board of Shanghai Stock Exchange.
(II) issuance scale
The total amount of convertible corporate bonds to be issued this time shall not exceed RMB 694 million (including RMB 694 million). The specific issuance scale shall be determined by the board of directors (or persons authorized by the board of directors) authorized by the general meeting of shareholders within the above limit.
(III) face value and issue price
The face value of each convertible corporate bond issued this time is RMB 100, which is issued at face value.
(IV) duration of bonds
The duration of the convertible corporate bonds issued this time is six years from the date of issuance.
(V) bond coupon 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 sponsor (lead underwriter) according to national policies, market conditions and the specific situation of the company.
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.
(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
The interest in the interest bearing year (hereinafter referred to as "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 the convertible corporate bonds held by the holders of the convertible corporate bonds on the registration date of interest payment creditor's rights in the interest bearing year (hereinafter referred to as "current year" or "each year");
i: Refers to the current year's coupon rate of convertible corporate bonds.
2. Interest payment method
(1) This convertible corporate bond adopts the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of this convertible corporate bond issuance.
(2) Interest payment date: the interest payment date of each year is the date of each full year from the first day of the issuance of convertible corporate bonds. 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.
(VII) 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 to the maturity date of convertible corporate bonds.
(VIII) determination and adjustment of share conversion price
1. Determination of initial conversion price
The initial conversion price of convertible corporate bonds issued this time shall not be lower than the average trading price of A-Shares of the company 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 these 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 A-Shares on the previous trading day. The specific initial conversion price 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 sponsor (lead underwriter) according to the market conditions before issuance. The average trading price of A-Shares of the company in the first 20 trading days = the total trading amount of A-Shares of the company in the first 20 trading days / the two trading days
