Stock Code: 002851 stock abbreviation: Shenzhen Megmeet Electrical Co.Ltd(002851) listing place: Shenzhen Stock Exchange Shenzhen Megmeet Electrical Co.Ltd(002851)
Shenzhen Megmeet Electrical Co., Ltd
(a, B, c501-503, D and E, 5th floor, Tsinghua Ziguang Science Park, No. 13, Langshan Road, North District, high tech Zone, Nanshan District, Shenzhen)
Plan for public issuance of convertible corporate bonds
February, 2002
Issuer 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 public issuance of convertible corporate bonds is completed, the company shall be responsible for the changes in the company's operation and income; The investment risk caused by this public offering of convertible corporate bonds shall be borne by the investors themselves. 3. This plan is the explanation of the board of directors of the company on the public issuance of convertible corporate bonds, and any statement to the contrary is untrue.
4. Investors should consult their brokers, lawyers, professional accountants or other professional advisers if they have any questions.
5. The matters mentioned in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on matters related to the public offering of convertible corporate bonds. The effectiveness and completion of the matters related to the public issuance of convertible corporate bonds described in this plan are yet to be approved or approved by the relevant examination and approval authorities.
Important content tips
1. The public offering of Securities: the public offering of convertible corporate bonds with a total amount of no more than RMB 1220 million (including RMB 1220 million). The specific issuance scale shall be submitted to the general meeting of shareholders to authorize the board of directors of the company to determine within the above limit.
2. Whether related parties participate in this public offering: the convertible corporate bonds issued this time are subject to priority placement to the original shareholders of the company, and the original shareholders have the right to waive the placement right. The specific proportion and quantity of priority placement to the original shareholders shall be submitted to the general meeting of shareholders to authorize the board of directors of the company to determine according to the specific conditions at the time of issuance, and shall be disclosed in the issuance announcement of this issuance.
catalogue
The issuer declares that 2 important content tips 3 catalog four
1、 Description of this issuance meeting the conditions for public issuance of convertible corporate bonds five
2、 Overview of this offering five
(I) types of securities issued this time five
(II) issuance scale five
(III) face value and issue price five
(IV) bond term five
(V) bond interest rate five
(VI) term and method of interest payment five
(VII) guarantee matters six
(VIII) term of share conversion six
(IX) determination and adjustment of share conversion price seven
(x) downward correction clause of share conversion price eight
（11） How to determine the number of converted shares nine
（12） Redemption terms nine
（13） Resale clause ten
（14） Dividend distribution after share conversion eleven
（15） Distribution method and object eleven
（16） Arrangements for placing to the original shareholders eleven
（17） Bondholders and bondholders' meetings twelve
（18） Purpose of the raised funds fourteen
（19） Raised funds management and deposit account fourteen
（20） Rating matters fourteen
（21） Matters related to the trustee fourteen
（22） The validity of this resolution fifteen
3、 Financial accounting information and management discussion and Analysis fifteen
(I) consolidated financial statements for the last three years fifteen
(II) consolidation scope and changes of consolidated statements twenty-eight
(III) main financial indicators of the company in the last three years and the first period thirty-four
(IV) analysis of the company's financial situation thirty-five
4、 The purpose of the funds raised by this public offering of convertible corporate bonds forty-one
5、 Profit distribution of the company forty-two
(I) profit distribution policy of the company forty-two
(II) profit distribution of the company in the last three years forty-five
(III) use of undistributed profits of the company in the last three years forty-six
(IV) the company's dividend plan for the next three years (2022-2024) 46 I. description of this issuance meeting the conditions for public issuance of convertible corporate bonds
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 of listed companies, the measures for the administration of corporate bond issuance and trading, the measures for the administration of convertible corporate bonds and other laws, regulations and normative documents, Through the self-examination of the actual situation of Shenzhen Megmeet Electrical Co.Ltd(002851) (hereinafter referred to as "the company", "002851}" or "the issuer"), the board of Directors believes that all conditions of the company meet the relevant provisions of current laws, regulations and normative documents on the public issuance of convertible corporate bonds and meet the conditions for the public development of convertible corporate bonds. 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. The convertible corporate bonds and A-share shares to be converted in the future will be listed on the Shenzhen Stock Exchange.
(II) issuance scale
The total amount of funds raised by the proposed issuance of convertible bonds shall not exceed RMB 1220 million (including RMB 1220 million). The specific amount of raised funds shall be submitted to the general meeting of shareholders to authorize the board of directors of the company to determine within the above limit in accordance with relevant laws and regulations and in combination with the company's financial situation and investment plan.
(III) face value and issue price
The face value of each convertible corporate bond issued this time is RMB 100, which is issued at face value.
(IV) bond term
The duration of the convertible bonds issued this time is 6 years from the date of issuance.
(V) bond interest rate
The determination method of the coupon rate of the convertible 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 interest payment
The convertible bonds issued this time adopt the interest payment method of paying interest once a year, and return the principal and interest of the last year when due.
1. Annual interest calculation
Annual interest refers to the current interest enjoyed by the holders of convertible bonds for each full year from the first date of issuance of convertible bonds according to the total face value of the convertible 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 convertible bonds held by the holders of convertible bonds issued this time 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 coupon rate of convertible bonds in the current year.
2. Interest payment method
(1) The convertible 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 convertible bonds issuance.
(2) Interest payment date: the interest payment date of each year is the date of each full year from the first day of this convertible bond issuance. If the day is a legal holiday or rest day, it shall be postponed to the next working day without additional interest. The interest year is between two adjacent interest payment days. The ownership of interest and dividends in the year of share conversion shall be determined by the board of directors of the company in accordance with relevant laws and regulations and the provisions of Shenzhen Stock Exchange.
(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. The company will pay the current year's interest within five trading days after the interest payment date. For convertible bonds that have been converted or applied for conversion into A-share shares before the registration date of interest payment creditor's rights (including the registration date of interest payment 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 received by the convertible bond holder shall be borne by the convertible bond holder.
(VII) guarantee matters
The convertible bonds issued this time do not provide guarantee.
(VIII) term of share conversion
The term of convertible bonds to shares issued this time starts from the first trading day after the expiration of six months from the date of issuance of convertible bonds to the maturity date of convertible bonds.
(IX) determination and adjustment of share conversion price
1. Determination basis of initial conversion price
The initial conversion price of convertible corporate bonds issued this time shall not be lower than the average trading price of A-Shares of the company 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 A-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 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 20 trading days = the total trading volume of the company's shares in the first 20 trading days ÷ 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 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.
2. Adjustment method and calculation formula of conversion price
After the issuance of additional shares (including the issuance of bonus shares and the transfer of bonus shares), if the company's capital stock is increased due to the issuance of additional shares and the issuance of bonus shares, etc, The conversion price will be adjusted according to the following formula (two decimal places shall be reserved, and the last digit shall be rounded): bonus shares or converted into 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 are carried out simultaneously: P1 = (P0 – D + a) × k）÷（1+n+k）。
Where: P1 is the adjusted transfer price; P0 is the transfer price before adjustment; N is the ratio of bonus shares or share capital conversion; A is the new share price or allotment price; K is the ratio of additional shares or allotment; D is cash dividend per share.
When the above shares and / or shareholders' equity changes, the company will adjust the conversion price in turn, publish the announcement of the conversion price adjustment on the information disclosure media of listed companies designated by the China Securities Regulatory Commission, and specify the conversion price adjustment date, adjustment method and suspension 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 issuer.
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 issuer'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 issuer 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.
(x) downward correction clause of share conversion price
1. Correction authority and correction range
During the duration of the convertible 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 general meeting of shareholders for resolution. The plan can be implemented only after it is approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. When voting at the general meeting of shareholders, the shareholders holding the convertible bonds issued this time shall withdraw. The revised conversion price shall not be lower than the higher of the average trading price of the company's shares 20 trading days before the date of the shareholders' meeting and the average trading price of the company's shares on 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 adjustment on the trading day before the adjustment, and according to the adjusted conversion price and closing price on the trading day after the adjustment.
2. Correction procedure
When the company revises the conversion price downward, the company shall publish the announcement of the resolution of the general meeting of shareholders on the information disclosure media of listed companies designated by the CSRC, and announce the correction range, equity registration date, suspension of conversion period 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 application date of the conversion, the conversion price
