Securities code: 000708 securities abbreviation: Citic Pacific Special Steel Group Co.Ltd(000708) Announcement No.: 2022-008 Citic Pacific Special Steel Group Co.Ltd(000708)
Announcement on the resolutions of the 16th meeting of the ninth 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
Citic Pacific Special Steel Group Co.Ltd(000708) (hereinafter referred to as “the company”) the 16th meeting of the ninth board of directors (hereinafter referred to as “the meeting”) was notified in writing, fax and e-mail on February 18, 2022 and held by means of communication voting on February 22, 2022. 9 directors should be present at the meeting, 9 directors actually attended the meeting, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates.
Mr. Qian Gang, chairman of the company, presided over the meeting. The convening and convening procedures of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the Citic Pacific Special Steel Group Co.Ltd(000708) articles of association.
2、 Deliberations of the board meeting
After deliberation and voting by the directors present at the meeting, the following resolutions were adopted:
(I) the proposal on further clarifying the specific plan of the company’s public offering of convertible corporate bonds was deliberated and adopted item by item
The company’s public issuance of convertible corporate bonds (hereinafter referred to as “this issuance”) has obtained the reply on approving Citic Pacific Special Steel Group Co.Ltd(000708) public issuance of convertible corporate bonds (zjxk [2021] No. 4082) issued by the China Securities Regulatory Commission to approve the company’s application for this issuance.
The second extraordinary general meeting of shareholders in 2021 held by the company on May 26, 2021 deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the public issuance of convertible corporate bonds. According to the authorization of the general meeting of shareholders, in accordance with the requirements of relevant laws and regulations, and in combination with the actual situation and market conditions of the company, the board of directors of the company deliberated and approved the specific scheme of this issuance item by item as follows:
1. 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 from the issuance of convertible corporate bonds is RMB 500 million, and the number of issued bonds is 50 million.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Bond interest rate
The specific coupon rates of convertible corporate bonds issued this time are: 0.2% in the first year, 0.4% in the second year, 0.9% in the third year, 1.3% in the fourth year, 1.6% in the fifth year and 2.0% in the sixth year.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Determination of conversion price
The initial conversion price of convertible corporate bonds issued this time is 25.00 yuan / share, which is no less than 30 trading days before the announcement date of the prospectus The average trading price of the company’s shares in the previous 20 trading days (if there is a stock price adjustment due to ex right and ex dividend in the 30 trading days and 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 in the previous trading day, And not less than the company’s latest audited net assets per share and par value of shares.
The average trading price of the company’s shares in the first 30 trading days = the total trading volume of the company’s shares in the first 30 trading days / the total trading volume of the company’s shares in the 30 trading days; Average trading price of the company’s shares in the first 20 trading days = total trading volume of the company’s shares in the first 20 trading days / total trading volume of the company’s shares in the last 20 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.
Voting results: 9 in favor, 0 against and 0 abstention.
4. Maturity redemption clause
Within five trading days after the maturity of the convertible bonds issued this time, the company will redeem the convertible corporate bonds that have not been converted into shares at the price of 106% of the face value of the bonds (i.e. 106 yuan, including the interest of the last year).
Voting results: 9 in favor, 0 against and 0 abstention.
5. Issuing object and issuing method
The convertible corporate bonds issued this time shall be placed preferentially to the original shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the market on the equity registration date (February 24, 2022), The balance after the preferential placement of the original shareholders (including the part that the original shareholders give up the preferential placement) is issued through the online pricing of the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), and the balance is underwritten by the joint lead underwriters.
The issuance method and object of this issuance are:
(1) Preferential placement to the original shareholders of the issuer: all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the equity registration date (February 24, 2022) announced in the issuance announcement.
(2) Online issuance: domestic natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations who open securities accounts in Shenzhen Stock Exchange (except buyers prohibited by laws and regulations).
(3) The self operated account of the joint lead underwriters of this offering shall not participate in online subscription. Voting results: 9 in favor, 0 against and 0 abstention.
6. Arrangement of placing to original shareholders
The convertible corporate bonds issued this time are subject to priority placement to the original shareholders of the company, and the original shareholders of the company have the right to waive the placement right.
The number of convertible corporate bonds that can be preferentially placed by the original shareholders is the number of registered shares of the company held by them after the closing of the market on the equity registration date. The amount of convertible corporate bonds that can be placed is calculated according to the proportion of convertible corporate bonds with a par value of 0.9906 yuan per share, and then converted into the number of pieces according to the proportion of 100 yuan / piece. Each piece is an application unit, That is, 0.009906 convertible corporate bonds per share.
If the number of convertible corporate bonds subscribed 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, that is, the number of preferred subscriptions less than 1 shall be sorted according to the number, and the small number shall be carried forward to the large number of original shareholders participating in the priority subscription, To achieve the minimum bookkeeping unit of 1 sheet, cycle until all are allocated.
The company has a total share capital of 5047143433 shares, and 5047143433 shares can participate in the issuance and preferred placement. According to the priority placement proportion of this issuance, the original shareholders can subscribe 49997002 at most, accounting for 99.9940% of the total amount of 50 million convertible corporate bonds issued this time.
Since the part less than one is implemented in accordance with the business guidelines for allotment registration of CSDCC Shenzhen Branch, the final actual total number of preferred placements may be slightly different.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the above proposal. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of Citic Pacific Special Steel Group Co.Ltd(000708) independent directors on relevant matters of the 16th meeting of the ninth board of directors of the company.
(II) the proposal on the public issuance of convertible corporate bonds by the company was deliberated and passed. According to the relevant provisions of relevant laws and regulations and normative documents and the authorization of the second extraordinary general meeting of shareholders in 2021, the board of directors of the company will handle the matters related to the listing of convertible corporate bonds on the Shenzhen Stock Exchange after the issuance of convertible corporate bonds, And authorize the chairman or other persons authorized by the chairman to handle specific matters.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the proposal. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of Citic Pacific Special Steel Group Co.Ltd(000708) independent directors on relevant matters of the 16th meeting of the ninth board of directors of the company.
(III) deliberated and passed the proposal on establishing a special account for raised funds
In order to standardize the management of the raised funds in this offering and effectively protect the rights and interests of investors, in accordance with relevant laws and regulations, such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, and listed company regulatory guidelines No. 2 – regulatory requirements for the management and use of raised funds by listed companies, The funds raised by the company shall be deposited in the special account designated by the board of directors. Therefore, the company and its subsidiaries implementing the raised investment project will open a special account for the raised funds for the special storage and use of the raised funds in this issuance. The company and its subsidiaries implementing the raised investment project will sign a tripartite supervision agreement on the raised funds with the sponsor and the bank storing the raised funds within one month after the raised funds are in place, and fulfill the obligation of information disclosure in a timely manner.
The board of directors of the company authorizes the management of the company to fully handle matters related to the special account for raised funds, including but not limited to determining and signing relevant agreements and documents to be signed for the establishment of the special account for raised funds.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the proposal. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of Citic Pacific Special Steel Group Co.Ltd(000708) independent directors on relevant matters of the 16th meeting of the ninth board of directors of the company.
3、 Documents for future reference
1. Citic Pacific Special Steel Group Co.Ltd(000708) resolution of the 16th meeting of the ninth board of directors.
2. Citic Pacific Special Steel Group Co.Ltd(000708) independent directors’ independent opinions on relevant matters of the 16th meeting of the ninth board of directors of the company.
It is hereby announced.
Citic Pacific Special Steel Group Co.Ltd(000708) board of directors
February 23, 2022
