Stock abbreviation: Raytron Technology Co.Ltd(688002) securities code: 688002 listing place: Shanghai Stock Exchange Raytron Technology Co.Ltd(688002)
(address: No. 11 Guiyang street, Yantai Development Zone)
Plan for issuing convertible corporate bonds to unspecified objects February 2002
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 matters related to the issuance of convertible corporate bonds to unspecified objects described in this plan are yet to be deliberated by the general meeting of shareholders of the company and reviewed by the Shanghai stock exchange for issuance and listing, and reported to the CSRC for registration.
interpretation
Unless otherwise defined in the plan, the following words shall have the following meanings:
The company, the company and Raytron Technology Co.Ltd(688002) refer to Raytron Technology Co.Ltd(688002)
This plan refers to Raytron Technology Co.Ltd(688002) the plan for issuing convertible corporate bonds to unspecified objects
This issuance refers to the company’s issuance of convertible corporate bonds to unspecified objects, and the raised funds do not exceed 1640 million yuan (inclusive)
The reporting period, the last three years and the first period refer to 2018, 2019, 2020 and January September 2021
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Convertible bonds refer to convertible corporate bonds
Articles of association means Raytron Technology Co.Ltd(688002) articles of association
Board of directors means the Raytron Technology Co.Ltd(688002) board of directors
General meeting of shareholders means Raytron Technology Co.Ltd(688002) general meeting of shareholders
CSRC and CSRC refer to the China Securities Regulatory Commission
Exchange means Shanghai Stock Exchange
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 measures for the administration of registration refer to the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation)
Ai Rui optoelectronics refers to Yantai Ai Rui Optoelectronics Technology Co., Ltd., which is a wholly-owned subsidiary of the company
Hefei Yingrui refers to Hefei Yingrui System Technology Co., Ltd., which is a wholly-owned subsidiary of the company
Qixin semiconductor refers to Yantai Qixin Semiconductor Technology Research Institute Co., Ltd., which is a holding subsidiary of the company
catalogue
Declare that 1 interpretation 2 I. description that this issuance meets the conditions for issuing securities to unspecified objects in the registration management measures 4 II. Overview of this offering four
(I) types of securities issued this time four
(II) issuance scale four
(III) face value and issue price four
(IV) bond term four
(V) bond interest rate four
(VI) term and method of repayment of principal and interest five
(VII) term of share conversion six
(VIII) determination and adjustment of share conversion price six
(IX) downward correction clause of share conversion price seven
(x) 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 eight
（11） Redemption terms eight
（12） Resale clause nine
（13） Dividend distribution after share conversion ten
（14） Distribution method and object ten
（15） Arrangements for placing to the original shareholders ten
（16） Matters related to bondholders’ meeting eleven
（17） Purpose of the raised funds twelve
（18） Guarantee matters thirteen
（19） Deposit of raised funds thirteen
（20） The validity period of this issuance plan thirteen
3、 Financial accounting information and management discussion and Analysis thirteen
(I) consolidated financial statements for the last three years and one period fourteen
(II) scope and changes of consolidated statements twenty-three
(III) main financial indicators of the company in the last three years and the first period twenty-five
(IV) brief analysis of the company’s financial situation twenty-seven
4、 The purpose of the funds raised by issuing convertible bonds to unspecified objects V. formulation and implementation of the company’s profit distribution policy thirty-one
(I) the company’s current profit distribution and cash dividend policy thirty-one
(II) profit distribution plan and cash dividends of the company in the last three years thirty-four
6、 Statement of the board of directors of the company that there is no breach of faith in the company 35 VII. Statement of the board of directors on the refinancing plan of the company in the next 12 months 35 I. explanation that this issuance meets the conditions for issuing securities to unspecified objects in the registration management measures
In accordance with the relevant provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of registration, the board of directors of the company has carefully examined the qualifications and conditions for applying for issuing convertible corporate bonds to unspecified objects, It is considered that all conditions of the company meet the relevant provisions of current laws and regulations and normative documents on issuing convertible corporate bonds to unspecified objects. The company is not the subject of breach of credit responsibility and has the conditions to issue convertible corporate bonds to unspecified objects.
2、 Overview of this offering
(I) types of securities issued this time
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 A-share shares to be converted in the future will be listed on the science and Innovation Board of Shanghai Stock Exchange.
(II) 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.
(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 six 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.
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
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.
(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 of convertible corporate bonds to the maturity date of convertible corporate bonds.
(VIII) 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’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）
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 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 can
