Securities code: 688002 securities abbreviation: Raytron Technology Co.Ltd(688002) Announcement No.: 2022-007 Raytron Technology Co.Ltd(688002)
Announcement of resolutions of the 26th meeting of the second board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
The 26th meeting of the second board of directors of Raytron Technology Co.Ltd(688002) (hereinafter referred to as “the company”) was held in the conference room of the company at 10:00 a.m. on February 11, 2022 by means of on-site combined communication. The notice of the meeting was sent by e-mail and telephone on February 8, 2022. 9 directors should attend the meeting and 9 actually attended the meeting.
The meeting was convened and presided over by Mr. Ma Hong, chairman of the company. The convening and convening procedures of the meeting comply with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other relevant laws, regulations, departmental rules and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
The proposal was finally passed by open vote at the meeting as follows:
(I) deliberated and passed the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
According to 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 science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, after careful analysis of the actual situation of the company and self-examination item by item, The board of Directors believes that the company complies with the current regulations on the issuance of convertible corporate bonds by companies listed on the science and innovation board to unspecified objects, and has the conditions to issue convertible corporate bonds to unspecified objects.
Voting results: 9 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on the company’s plan to issue convertible corporate bonds to unspecified objects item by item
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), the company’s plan for issuing convertible corporate bonds to unspecified objects is as follows:
1、 Type of issue
The type of this issuance is convertible corporate bonds that can be converted into A-Shares of the company. These convertible corporate bonds and A-share shares to be converted in the future will be listed on the science and Innovation Board of Shanghai Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
2、 Issuance scale
In accordance with the provisions of relevant laws, 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 1640 million (inclusive). The specific amount of funds raised 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.
Voting results: 9 in favor, 0 against and 0 abstention.
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: 9 in favor, 0 against and 0 abstention.
4、 Bond term
The term of convertible corporate bonds issued this time is six years from the date of issuance.
Voting results: 9 in favor, 0 against and 0 abstention.
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: 9 in favor, 0 against and 0 abstention.
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.
(I) calculation of annual interest
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.
(II) 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.
7、 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: 9 in favor, 0 against and 0 abstention.
8、 Determination and adjustment of conversion price
(I) basis for determining the 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.
(II) adjustment method and calculation formula of share conversion price
After this issuance, when the company’s shares change due to the distribution of stock dividends, conversion to share capital, additional issuance of new shares or allotment of shares, and distribution of cash dividends (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 (retain two decimal places and round the last one):
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）
Allotment ratio, a is the new share price or allotment price, D is the cash dividend per share, and P1 is the adjusted conversion share price. When the above shares and / or shareholders’ equity changes occur, the company will adjust the conversion price in turn, publish the announcement of the resolution of the board of directors on the website of the securities exchange and the media meeting the conditions specified by the securities regulatory authority of the State Council, and specify the date of conversion price adjustment, adjustment measures and the period of suspension of conversion (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 Shanghai Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
9、 Downward correction clause of conversion price
(I) revision authority and revision 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.
(II) amendment procedure
If the company decides to revise the conversion price downward, the company will publish relevant announcements on the website of the stock exchange and the media meeting the conditions specified by the securities regulatory authority of the State Council, announcing the correction range, equity registration date, suspension of conversion period (if necessary) and other relevant information. 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: 9 in favor, 0 against and 0 abstention.
10、 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 one share at the time of share conversion, the company will cash the face value of this part of convertible corporate bonds and the current accrued interest corresponding to the balance within five trading days after the date of share conversion in accordance with the relevant provisions of the CSRC, Shanghai stock exchange and other departments.
Voting results: 9 in favor, 0 against and 0 abstention.
11、 Redemption clause
(I) terms of redemption at maturity
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.
(II) conditional redemption clause
When the company has the right to redeem all or part of the bonds during the conversion period, when there are two situations in which the company has the right to redeem all or part of the bonds:
1. During the conversion period, if the closing price of the company’s shares for at least 15 trading days in 30 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;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time; i: Refers to the coupon rate of convertible corporate bonds in the current year;
t: Refers to the number of interest days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest year (the beginning does not count the end).
If the conversion price has been adjusted within the above 30 trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment.
Voting results: 9 in favor, 0 against and 0 abstention.
12、 Resale clause
(I) conditional resale clause
In the last two interest bearing years of the convertible corporate bonds issued this time, if the closing price of the company’s shares on any thirty consecutive trading days is lower than 70% of the current conversion price, the convertible corporate bond holders have the right to resell all or part of the convertible corporate bonds held by them to the company at the face value plus the current accrued interest.
If the conversion price has been adjusted due to the distribution of stock dividends, conversion of share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allotment of shares and distribution of cash dividends within the above trading days, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment, On the adjusted trading day, it shall be calculated according to the adjusted conversion price and closing price. In case of downward correction of the conversion price, the above “Thirty consecutive trading days” shall be recalculated from the first trading day after the conversion price adjustment.
In the last two interest bearing years, the holders of convertible corporate bonds can exercise the repurchase right once according to the above agreed conditions after the repurchase conditions are met for the first time every year. If the holders of convertible corporate bonds are not in the company after the repurchase conditions are met for the first time
