Stock abbreviation: Jiangsu Gian Technology Co.Ltd(300709) Stock Code: 300709 Jiangsu Gian Technology Co.Ltd(300709)
Plan for issuing convertible corporate bonds to unspecified objects
February, 2002
Company statement
1. The company and all members of the board of directors guarantee that the contents of the plan 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 is completed, 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 approval of the examination and approval authority 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 subject to the approval or approval of the relevant examination and approval authority. 6. Important tips
Name and method of issuing securities to unspecified objects: issuing convertible corporate bonds with a total amount of no more than 600 million yuan (including 600 million yuan) to unspecified objects. The specific issuance scale shall be submitted to the general meeting of shareholders to authorize the board of directors to determine within the above limit.
Whether related parties participate in this issuance to unspecified objects: the convertible corporate bonds issued this time can be preferentially placed to the original shareholders of the company, and the original shareholders have the right to waive the placement right. The specific priority placement quantity shall be submitted to the general meeting of shareholders to authorize the board of directors to determine according to the specific conditions at the time of issuance, and shall be disclosed in the issuance announcement and prospectus of this issuance.
catalogue
The company declares that 1 catalog 2 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 companies listed on the gem (for Trial Implementation) 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 five
(VIII) determination and adjustment of share conversion price five
(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 seven
（11） Redemption terms eight
（12） Resale clause nine
（13） Dividend distribution after share conversion nine
（14） Distribution method and object ten
（15） Arrangements for placing to the original shareholders ten
（16） Matters related to bondholders’ meeting ten
（17） Purpose of the raised funds twelve
（18） Raised funds management and deposit account thirteen
（19） Rating matters thirteen
（20） Guarantee matters thirteen
（21） The validity period of this issuance plan 13 III. financial accounting information and management discussion and Analysis thirteen
(I) financial statements for the last three years thirteen
(II) changes in the consolidation scope of the consolidated statements twenty-four
(III) financial indicators of the company for the last three years twenty-five
(IV) analysis of the company’s financial situation 26 IV. purpose of the raised funds issued to unspecified objects 30 v. profit distribution of the company thirty
(I) profit distribution policy of the company thirty
(II) profit distribution of the company in recent three years Vi. 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 measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation)
In accordance with 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 relevant laws, regulations and normative documents, After self-examination and demonstration of the actual situation and related matters of Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as ” Jiangsu Gian Technology Co.Ltd(300709) “, “the company” or “the issuer”) item by item, the board of Directors believes that the company complies with the relevant provisions of current laws, regulations and normative documents on GEM companies issuing convertible corporate bonds to unspecified objects, Have the conditions for issuing convertible corporate bonds to unspecified objects. 2、 Overview of this issuance (I) types of securities issued this time
The type of securities issued this time is convertible corporate bonds that can be converted into A-share shares of the company (hereinafter referred to as “convertible corporate bonds” and “convertible bonds”). The convertible corporate bonds and the company’s shares to be converted in the future will be listed on the Shenzhen Stock Exchange. (II) issuance scale
In accordance with the provisions of relevant laws and regulations 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 600 million (including this amount). The specific amount of funds raised shall be determined 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 100 yuan, which is issued at face value. (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 submitted to the general meeting of shareholders of the company to authorize the board of directors to negotiate and determine with the sponsor (lead underwriter) according to national policies, market conditions and specific conditions of the company before issuance. (VI) term and method of repayment of principal and interest
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 held.
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 the convertible corporate bonds issued this time shall not be lower than the average trading price of the company’s shares in 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 closing 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 shall not be lower than the audited net assets per share and par value of shares in the latest period. 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 to negotiate and determine with the sponsor (lead underwriter) according to the market and the specific situation of the company before issuance.
The average trading price of the company’s shares in the first twenty trading days = the total trading volume of the company’s shares in the first twenty trading days / the total trading volume of the company’s shares in the twenty 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 corporate bonds 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 is the conversion price before adjustment, n is the ratio of share giving or conversion to share capital, K is the ratio of additional shares or allotment, a is the price of additional shares or allotment, D is the cash dividend per share, and P1 is the conversion price after adjustment.
When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, and publish the announcement of the conversion price adjustment on the website of Shenzhen Stock Exchange and the information disclosure media meeting the requirements of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), and specify the date of the conversion price adjustment Adjustment method and suspension of share conversion period (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 and the relevant provisions of the securities regulatory department at that time. (IX) downward correction clause of share 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 30 consecutive 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 shareholders’ meeting 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 20 trading days before the date of the shareholders’ meeting and the average price of the previous trading day. At the same time, the revised conversion price shall not be lower than the latest audited net asset value per share and the par value of the shares.
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 publish the announcement of the resolution of the general meeting of shareholders on the website of Shenzhen Stock Exchange, information disclosure newspapers and Internet websites that meet the requirements of the CSRC, and announce the correction range, equity registration date and the period of suspension of conversion. 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 share conversion price is on or after the application date of share conversion and before the registration date of share conversion, such share conversion application shall be executed according to the corrected share conversion price. (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
When the holders of convertible corporate bonds apply 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: V refers to the total face value of convertible corporate bonds applied for share conversion by the holders of convertible corporate bonds; P refers to the conversion price effective on the date of application for conversion.
The shares applied for conversion by the bondholders of convertible companies must be integer shares. After the convertible bondholders apply for share conversion, for the balance of the remaining convertible corporate bonds that are not enough to be converted into one share, the company will pay the face value and interest of this part of convertible corporate bonds in cash within 5 trading days after the convertible bondholders convert their shares in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments. （11） Redemption clause
1. Redemption term
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 through negotiation with the sponsor (lead underwriter) according to the market conditions at the time of issuance.
2. Conditional redemption clause
During the conversion period, when any of the following two situations occurs, the company has the right to decide according to the face value of the bonds
