Securities code: 002989 securities abbreviation: Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) Announcement No.: 2022-013 Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Announcement on the resolution of the 20th meeting of the third board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
The 20th meeting of the third board of directors of Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) (hereinafter referred to as "the company") was held by Tencent video conference in the company's conference room on February 17, 2022. The notice of this meeting was sent to all directors via wechat and email on February 10, 2022. There are 5 directors who should attend the meeting and 5 directors who actually participate in voting. The convening and convening procedures of this meeting comply with relevant national laws, regulations and the articles of association, and the resolutions are legal and effective.
2、 Deliberations of the board meeting
The following proposals were considered and adopted at this meeting:
1. The proposal on further clarifying the specific scheme of the company's public offering of convertible corporate bonds was deliberated and adopted one by one
On December 1, 2021, the company received the reply on approving Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) public issuance of convertible corporate bonds (zjxk [2021] No. 3769) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC"), which approved the company to publicly issue convertible corporate bonds with a total face value of 577 million yuan for a period of 6 years.
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of the company's public issuance of convertible corporate bonds deliberated and adopted at the first extraordinary general meeting of shareholders in 2021, the board of directors of the company shall, in accordance with the authorization of the general meeting of shareholders, the requirements of the securities regulatory authority, 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 to be raised from this public offering of convertible corporate bonds is RMB 577 million, and the number of issued bonds is 5.77 million.
Voting results: 5 in favor, 0 against and 0 abstention. The voting result is passed.
(2) Bond interest rate
Coupon rate: 0.3% in the first year, 0.5% in the second year, 1.0% in the third year, 1.5% in the fourth year, 2.0% in the fifth year and 3.0% in the sixth year.
Voting results: 5 in favor, 0 against and 0 abstention. The voting result is passed.
(3) Recognition basis of initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 23.52 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 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.
The average trading price of the company's shares in the 20 trading days before the announcement date of the prospectus = the total trading volume of the company's shares in the 20 trading days before the announcement date of the prospectus / the total trading volume of the company's shares in the 20 trading days; The average trading price of the company's shares on the trading day before the announcement date of the prospectus = the total trading volume of the company's shares on the trading day before the announcement date of the prospectus / the total trading volume of the company's shares on that day.
Voting results: 5 in favor, 0 against and 0 abstention. The voting result is passed.
(4) Maturity redemption clause
Within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem the convertible corporate bonds that have not been converted into shares at the price of 115% of the face value of the bonds (including the last interest).
(5) Issuing method and object
After the closing of the convertible bonds issued this time to the original shareholders registered by CSDCC Shenzhen Branch on the equity registration date (February 21, 2022, t-1), the balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) is issued through the online pricing of the trading system of Shenzhen Stock Exchange. The part of the subscription amount less than 577 million yuan shall be underwritten by the balance of the recommendation institution (lead underwriter).
The issuing objects of convertible corporate bonds are:
1) Preferential placement to the original shareholders of the issuer: all shareholders of the issuer registered after the closing of the stock market on the equity registration date announced in the issuance announcement (February 21, 2022, t-1).
2) Online issuance: social public investors holding securities accounts of Shenzhen Stock Exchange within the territory of the people's Republic of China, including natural persons, legal persons, securities investment funds, etc. (except buyers prohibited by laws and regulations).
3) The self operated account of the lead underwriter of this offering shall not participate in online subscription.
Voting results: 5 in favor, 0 against and 0 abstention. The voting result is passed.
(6) Placement arrangement to the original A-share shareholders
The number of convertible bonds that can be preferentially placed by the original shareholders is the number of A-share ordinary shares of the issuer registered after the closing of the stock market on the equity registration date (February 21, 2022, t-1). The number of convertible bonds allocated per share is 3.8110 yuan, and converted into the number of convertible bonds at the ratio of 100 yuan / piece. Each one is an application unit, that is, 0.038110 convertible bonds are allocated per share.
If the number of convertible bonds subscribed by the original shareholders for online priority placement is less than 1, it shall be implemented in accordance with the business guide for securities issuers of China Securities Depository and Clearing Corporation Shenzhen Branch (hereinafter referred to as the "business guide for securities issuers of China Securities Depository and Clearing Corporation Shenzhen Branch"), that is, the number of preferred subscriptions less than 1 shall be sorted according to the number, Carry the small amount to the large number of original shareholders participating in the preferential subscription, so as to achieve the minimum bookkeeping unit of 1 piece, and carry out the cycle until all the shares are allocated.
The company has a total share capital of 151400000 shares. Calculated according to the priority placement proportion of this issuance, the original shareholders can subscribe 5769854 shares at most, accounting for 99.9975% of the total 5770000 convertible bonds issued this time. Since less than one piece is executed in accordance with the business guidelines of securities issuers of CSDCC Shenzhen Branch, the total number of final priority placements may be slightly different.
Voting results: 5 in favor, 0 against and 0 abstention. The voting result is passed.
The independent directors of the company expressed their independent opinions.
For details, please refer to the securities times and cninfo.com.cn Relevant announcements of disclosure.
2. Proposal on public issuance and listing of convertible corporate bonds
The first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of the company's public issuance of convertible corporate bonds. In order to ensure the efficient, orderly and smooth implementation of the company's public issuance of convertible corporate bonds, The general meeting of shareholders is requested to authorize the board of directors (or the person authorized by the board of directors) of the company to handle matters related to this issuance.
According to the above authorization, in accordance with the relevant provisions of the securities law of the people's Republic of China, the company law of the people's Republic of China, the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange and other laws, regulations and normative documents, The board of directors of the company will handle the matters related to the listing of convertible corporate bonds in Shenzhen Stock Exchange after the issuance of convertible corporate bonds, and authorize the management of the company and its authorized designated personnel to be responsible for handling relevant specific matters.
The independent directors of the company expressed their independent opinions.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Relevant announcements disclosed on.
Voting results: 5 in favor, 0 against and 0 abstention. The voting result is passed.
3. Proposal on opening a special account for raising funds through public issuance of convertible corporate bonds and signing a supervision agreement for raising funds
The first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on submitting the general meeting of shareholders to authorize the board of directors of the company to handle the specific matters of the public issuance of convertible corporate bonds. In order to ensure the efficient, orderly promotion and smooth implementation of the public issuance of convertible corporate bonds, The general meeting of shareholders is requested to authorize the board of directors (or the person authorized by the board of directors) of the company to handle matters related to this issuance.
According to the above authorization, in order to standardize the deposit, use and management of the funds raised by the company's public offering of convertible corporate bonds, improve the efficiency and efficiency of fund use, and protect the rights and interests of investors, In accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 1 - standardized operation of listed companies on the main board of Shenzhen Stock Exchange and the company's management system for raised funds, the company is approved to open a special account for raised funds, It is used for the special storage and use of the funds raised by the public offering of convertible corporate bonds. Sign the deposit agreement with the bank and supervise the use of the raised funds. At the same time, the board of directors of the company authorizes the management of the company and its authorized designated personnel to handle the specific matters related to the opening of the special account for raised funds and the signing of the supervision agreement for raised funds.
The independent directors of the company expressed their independent opinions.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Relevant announcements disclosed on.
Voting results: 5 in favor, 0 against and 0 abstention. The voting result is passed.
3、 Documents for future reference
1. Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) resolution of the 20th meeting of the third board of directors;
2. Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) independent opinions of independent directors on matters related to the 20th meeting of the third board of directors.
It is hereby announced.
Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) board of directors
February 18, 2002
