Securities code: 603585 securities abbreviation: Suli Co.Ltd(603585) Announcement No.: 2022-002
Announcement on the resolution of the 22nd Meeting of the third 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
The third board of directors of Suli Co.Ltd(603585) (hereinafter referred to as “the company” and “the issuer”)
The notice of the 22nd Meeting of the board of directors was notified to the directors by email and telephone on February 7, 2022
The meeting was held on February 11, 2022 in the company’s conference room by on-site combined with communication voting. meeting
There are 9 directors who should be present and 9 directors actually present. The meeting was held in accordance with the company law, the Suli Co.Ltd(603585) articles of association and other relevant laws and regulations, and was legal and effective. The meeting was presided over by the chairman, Ms. Miao Jinfeng, and some senior managers of the company attended the meeting as nonvoting delegates.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on further clarifying the scheme of the company’s public offering of convertible corporate bonds item by item
On December 17, 2021, the company received the notice on
The official reply of quasi Suli Co.Ltd(603585) public issuance of convertible corporate bonds (zjxk [2021] No. 3928) approved the company to issue convertible companies with a total face value of 957211000 yuan to the public
Bonds with a term of 6 years. The company held the first extraordinary general meeting of shareholders in 2021 on May 7, 2021 for deliberation
The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the public offering of convertible corporate bonds was adopted. According to the authorization of the general meeting of shareholders, the board of directors of the company, in accordance with the provisions of relevant laws and regulations and the requirements of the securities regulatory authorities, and in combination with the actual situation and market conditions of the company, Further clarify the specific scheme of the company’s public issuance of convertible corporate bonds, as follows:
1. Issuance scale and quantity
The total amount of funds raised from the issuance of convertible corporate bonds is 957211000 yuan, and the number of issues is 957211 (9572110).
Voting: 9 in favor, 0 against and 0 abstention.
2. Bond interest rate
The coupon rate of convertible corporate bonds issued this time is: 0.4% in the first year, 0.6% in the second year, 1% in the third year, 1.5% in the fourth year, 2% in the fifth year and 3% in the sixth year.
Voting: 9 in favor, 0 against and 0 abstention.
3. Determination of initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 20.11 yuan / share, Not less 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 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 shares on the previous trading day.
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 trading volume of the company’s shares on the previous trading day / the trading volume of the company’s shares on that day.
Voting: 9 in favor, 0 against and 0 abstention.
4. 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 to shares from investors at the price of 115% of the face value of the convertible corporate bonds (including the last interest).
Voting: 9 in favor, 0 against and 0 abstention.
5. Issuing method and object
(1) Distribution mode
The convertible corporate bonds issued this time will be issued to the Issuer on the equity registration date (February 15, 2022),
(t-1) original shareholders registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the market
Priority placement: the balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) is sold online to public investors through the trading system of Shanghai Stock Exchange, and the balance is underwritten by the sponsor (lead underwriter).
(2) Distribution object
① Preferential placement to the original shareholders of the issuer: all shareholders of the issuer registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of the equity registration date announced in the issuance announcement (February 15, 2022, t-1). The convertible corporate bonds issued to the public do not have the number of shares that have no right to participate in the preferential placement of the original shareholders. If the number of share capital that the company can participate in the placement changes by the equity registration date (February 15, 2022, t-1), the company will disclose the announcement on the adjustment of the placement proportion of the original shareholders of convertible bond issuance on the starting date of subscription (February 16, 2022, t).
② Online issuance: natural persons, legal persons, securities investment funds and other investors in compliance with the law who hold the securities account of China Securities Depository and Clearing Co., Ltd. Shanghai Branch (except those prohibited by national laws and regulations).
③ The self operated account of the sponsor (lead underwriter) of this offering shall not participate in this subscription.
Voting: 9 in favor, 0 against and 0 abstention.
6. Arrangement of placing to original shareholders
The convertible corporate bonds issued in this public offering will be placed preferentially to the original shareholders of the company. The number of Suli convertible bonds that can be preferentially placed by the original shareholders is the number of shares of the company registered by China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of the equity registration date (February 15, 2022, t-1). The amount of convertible corporate bonds can be calculated according to the proportion of convertible corporate bonds with a par value of 5.317 yuan per share, Then convert it into the number of hands according to the proportion of 1000 yuan / hand, and each hand (10 pieces) is a subscription unit, that is, placing 0.005317 hands of convertible corporate bonds per share. The original shareholders can decide the number of convertible corporate bonds actually subscribed according to their own conditions.
Voting: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their opinions on this matter.
(II) deliberated and passed the proposal on the listing of convertible corporate bonds
After the completion of the first interim general meeting of the company in 2021 and the relevant laws and regulations of the Shanghai Stock Exchange, the company agrees to issue bonds in accordance with the provisions of the interim general meeting of the company and the relevant laws and regulations, Handle the registration and listing of convertible corporate bonds in Shanghai Stock Exchange and China Securities Depository and Clearing Co., Ltd. Shanghai Branch, and the board of directors authorizes the chairman of the company and his authorized persons to handle specific matters.
Voting: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their opinions on this matter.
(III) the proposal on opening a special account for raising funds through public issuance of convertible corporate bonds and signing a supervision agreement for raising funds was deliberated and adopted
In order to standardize the deposit, use and management of the raised funds, improve the efficiency and efficiency of the use of funds, and protect the rights and interests of investors, in accordance with the relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, It is agreed that the company and the subsidiaries of the main body implementing the raised investment project shall open a special account for the raised funds according to the needs of the raised funds management for the special storage and use of the raised funds of convertible corporate bonds. The board of directors authorizes the company’s management and its authorized designated personnel to handle specific account opening matters, and sign the supervision agreement on the raised funds with the sponsor (lead underwriter) and the deposit bank to supervise the deposit and use of the raised funds.
Voting: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their opinions on this matter.
It is hereby announced.
Suli Co.Ltd(603585) board of directors
February 14, 2022
