Securities code: 002851 securities abbreviation: Shenzhen Megmeet Electrical Co.Ltd(002851) Announcement No.: 2022-007 Shenzhen Megmeet Electrical Co.Ltd(002851)
Announcement of resolutions of the 12th meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The 12th meeting of the 4th board of supervisors of Shenzhen Megmeet Electrical Co.Ltd(002851) (hereinafter referred to as “the company”) was held on February 21, 2022 in the meeting room of the company on the 34th floor, United headquarters building, high tech Zone, No. 63 Xuefu Road, Nanshan District, Shenzhen by on-site voting. The meeting notice was sent to all supervisors by e-mail or fax on February 14, 2022. Three supervisors should attend the meeting and three actually attended the meeting (all supervisors participated by on-site voting). The meeting was held in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association. The meeting was presided over by Liang min, chairman of the board of supervisors of the company. The supervisors attending the meeting passed the following resolutions:
1、 The proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds was deliberated and adopted
The company plans to publicly issue convertible corporate bonds (hereinafter referred to as “this issuance”). In accordance with the provisions of the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of securities issuance by listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents, the company, after referring to the provisions on the qualifications and conditions for listed companies to publicly issue convertible corporate bonds, Self check the actual situation of the company item by item, and the company meets the relevant provisions on the public issuance of convertible corporate bonds in the current laws and regulations and normative documents.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 The proposal on the company’s public issuance of convertible corporate bonds was deliberated and adopted one by one
In accordance with the relevant provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents on the public issuance of convertible corporate bonds, the board of directors of the company formulated the issuance plan of this issuance, and the attending supervisors voted on the following matters one by one:
(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.
Voting results: 3 in favor, 0 against and 0 abstention.
(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.
Voting results: 3 in favor, 0 against and 0 abstention.
(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.
Voting results: 3 in favor, 0 against and 0 abstention.
(IV) bond term
The duration of the convertible bonds issued this time is 6 years from the date of issuance.
Voting results: 3 in favor, 0 against and 0 abstention.
(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.
Voting results: 3 in favor, 0 against and 0 abstention.
(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.
Voting results: 3 in favor, 0 against and 0 abstention.
(VII) guarantee matters
The convertible bonds issued this time do not provide guarantee.
Voting results: 3 in favor, 0 against and 0 abstention.
(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.
Voting results: 3 in favor, 0 against and 0 abstention.
(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 (hereinafter referred to as the “CSRC”), and specify the date of the conversion price adjustment, the adjustment measures and the period of suspension of the 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 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.
Voting results: 3 in favor, 0 against and 0 abstention.
(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 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.
Voting results: 3 in favor, 0 against and 0 abstention.
（11） How to determine the number of converted shares
When the holders of convertible bonds issued this time apply for share conversion during the share conversion period, the calculation formula of the number of shares converted is: q = V ÷ P
Where: q is the number of shares converted, and the integer multiple of one share is taken by the tailing method; V is the total face value of convertible corporate bonds applied for share conversion by convertible bondholders; P is the conversion price effective on the date of application for conversion. The shares applied for conversion by the holders of convertible bonds must be integral shares. If the balance of convertible bonds is not enough to be converted into one share at the time of share conversion, the company will, in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments, cash the face balance of this part of convertible bonds and the corresponding accrued interest of the current period within five trading days after the date of share conversion.
Voting results: 3 in favor, 0 against and 0 abstention.
（12） Redemption clause
When the company intends to exercise the redemption right, it shall submit the exercise of the redemption right to the board of directors for deliberation and make an announcement, unless otherwise agreed in the articles of association or the prospectus. If the company decides to exercise the redemption right, it will publish at least three redemption announcements within five trading days after meeting the redemption conditions. The redemption announcement will specify the redemption conditions, procedures, price, payment method, starting and ending time, etc.
1. Maturity redemption clause
Within five trading days after the expiration of the convertible bonds issued this time, the company will redeem all the convertible 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 consultation with the sponsor (lead underwriter) according to the market conditions at the time of issuance.
2. Conditional redemption clause
During the conversion period of convertible corporate bonds issued this time, in case of any of the following two situations, the board of directors of the company has the right to decide to redeem all or part of the convertible bonds that have not been converted into shares at the price of the face value of the bonds plus the accrued interest of the current period:
(1) During the conversion period of convertible corporate bonds issued this time, if the closing price of the company’s A-share shares for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price.
(2) When the balance of convertible corporate bonds issued this time is less than 30 million yuan.
The calculation formula of current accrued interest is: ia = B × i × t/365
Ia: interest accrued in the current period;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time; i: Refers to the coupon rate of convertible corporate bonds in the current year;
t: Refers to the number of interest days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest year (the beginning does not count the end).
If the conversion price has been adjusted within the above 30 trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment.
Voting results: 3 in favor, 0 against and 0 abstention.
（13） Resale clause
1. Conditional resale clause
In the last two interest bearing years of the convertible bonds issued this time, if the closing price of the company’s shares on any consecutive 30 trading days is lower than 70% of the current convertible share price, the convertible bond holder has the right to resell all or part of the convertible bonds held by him to the company at the price of the face value of the bonds plus the current accrued interest.
If the conversion price has been adjusted due to bonus shares, conversion of share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible bonds issued this time), allotment of shares and distribution of cash dividends within the above trading days, it shall be calculated according to the conversion price and closing price before adjustment on the trading day before adjustment and calculated according to the closing price on the trading day after adjustment
