Stock Code: 600438 stock abbreviation: Tongwei Co.Ltd(600438) Announcement No.: 2022-006 Tongwei Co.Ltd(600438)
Announcement on the resolutions of the 24th Meeting of the 7th 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.
Tongwei Co.Ltd(600438) (hereinafter referred to as "the company") held the 24th Meeting of the 7th board of directors. The relevant information and resolutions of the meeting are hereby announced as follows:
1、 The meeting was held on February 21, 2022 by means of communication. 8 directors should be present at the meeting and 8 directors actually present, which complies with the provisions of the company law of the people's Republic of China, the Tongwei Co.Ltd(600438) articles of association and other relevant laws, regulations and rules.
2、 Eight directors of the company participated in the deliberation of relevant proposals of the meeting.
3、 A total of three proposals were adopted at this meeting.
4、 The resolutions reached at this meeting are as follows:
(I) deliberating item by item the proposal on clarifying the company's public offering of A-share convertible corporate bonds
1. Issuance scale
The issuance scale of convertible bonds is RMB 12000 million.
(voting result: 8 in favor, 0 against and 0 abstention)
2. Coupon rate
The coupon rate of convertible bonds issued this time is: 0.20% in the first year, 0.40% in the second year, 0.60% in the third year, 1.50% in the fourth year, 1.80% in the fifth year and 2.00% in the sixth year.
(voting result: 8 in favor, 0 against and 0 abstention)
3. Initial conversion price
The initial conversion price of this convertible bond is 39.27 yuan / share, Not less than the average trading price of the company's A-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 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 A-Shares on the previous trading day.
The average trading price of the company's A-Shares in the first 20 trading days = the total trading volume of the company's A-Shares in the first 20 trading days / the total trading volume of the company's A-Shares in the last 20 trading days; The average trading price of the company's A-Shares on the previous trading day = the total trading volume of the company's A-Shares on the previous trading day / the total trading volume of the company's A-Shares on that day.
Voting results: 0 votes for and 0 votes for (abstention)
4. Terms of redemption at maturity
Within five trading days after the maturity of the convertible bonds issued this time, the issuer will redeem the convertible bonds not converted into shares at the price of 109% of the face value of the bonds (including the last interest).
(voting result: 8 in favor, 0 against and 0 abstention)
5. Issuance method and object
The convertible bonds issued this time are preferentially placed to the original shareholders registered by China Clearing Shanghai branch after the closing of the market on the equity registration date of the issuer, and the balance after the preferential placement of the original shareholders (including the part that the original shareholders give up the preferential placement) is sold to the public investors through the online trading system of Shanghai Stock Exchange, The part with the subscription amount less than 12000 million yuan (including the part where the winning investor waives the payment subscription) shall be underwritten by the lead underwriter.
The lead underwriter shall determine the final placement result and underwriting amount according to the actual capital arrival. When the underwriting proportion exceeds 30% of the total amount of this issuance, the issuer and the lead underwriter will negotiate whether to take measures to suspend the issuance, and report to the China Securities Regulatory Commission in time. If the issuance is suspended, the reasons for the suspension will be announced, And will choose an opportunity to restart the issuance within the validity period of the approval.
The issuing objects of this convertible bond are:
(1) Preferential placement to the original shareholders of the issuer: all shareholders of the issuer registered after the closing of the equity registration date (February 23, 2022, t-1) announced in the issuance announcement.
(2) Online issuance: social public investors holding securities accounts of Shanghai Stock Exchange within the territory of the people's Republic of China, including natural persons, legal persons, securities investment funds, etc. (except for buyers prohibited by laws and regulations).
(3) The proprietary account of the lead underwriter of this offering shall not participate in this subscription.
(voting result: 8 in favor, 0 against and 0 abstention)
6. Placement arrangement to the original A-share shareholders
The convertible bonds issued this time will give priority to the original A-share shareholders. The number of convertible bonds that can be preferentially placed by the original A-share shareholders is the number of shares they hold Tongwei Co.Ltd(600438) registered after the closing of the stock market on the equity registration date (February 23, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds with a par value of 2.665 yuan per share, and then converted into the number of hands according to the proportion of 1000 yuan / hand. Each hand (10 pieces) is an application unit, That is, 0.002665 convertible bonds per share.
In addition to participating in the priority placement, the original A-share shareholders can also participate in the subscription of the balance after the priority placement.
(voting result: 8 in favor, 0 against and 0 abstention)
(II) deliberating the proposal on the listing of convertible corporate bonds
According to the relevant provisions of laws, regulations and normative documents such as the stock listing rules of Shanghai Stock Exchange and the authorization of the company's 2020 annual general meeting of shareholders, it is agreed that after the issuance of convertible bonds, the board of directors shall authorize the company's management to handle the matters related to the listing of convertible bonds on Shanghai Stock Exchange.
(voting result: 8 in favor, 0 against and 0 abstention)
(III) review the proposal on opening a special account for raised funds and signing a supervision agreement
In order to standardize the management, storage and use of the company's raised funds and effectively protect the rights and interests of investors, the company will open a special account for raised funds in accordance with relevant laws and regulations, the measures for the administration of raised funds of listed companies on Shanghai Stock Exchange and the company's special management system for raised funds, And deposit the raised funds related to the public issuance of convertible corporate bonds into these accounts. In accordance with the above relevant provisions, the company will sign a tripartite supervision agreement on the storage of raised funds with the sponsor China Securities Co.Ltd(601066) and the bank storing the raised funds within one month after the arrival of the raised funds, so as to supervise the storage and use of the raised funds from the public issuance of convertible corporate bonds.
(voting result: 8 in favor, 0 against and 0 abstention)
It is hereby announced.
Tongwei Co.Ltd(600438)
Board of directors
February 22, 2002
