Securities code: 601330 securities abbreviation: Dynagreen Environmental Protection Group Co.Ltd(601330) Announcement No.: pro 2022-005 Dynagreen Environmental Protection Group Co.Ltd(601330)
Announcement on the resolution of the fourth meeting of the Fourth 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.
The fourth meeting of the Fourth Board of directors of Dynagreen Environmental Protection Group Co.Ltd(601330) (hereinafter referred to as " Dynagreen Environmental Protection Group Co.Ltd(601330) " or "the company") was held in the company's conference room on February 22, 2022 by means of on-site meeting and communication. The meeting notice was sent to all directors by e-mail on February 16, 2022. There were 9 directors who should attend the meeting and 8 actually attended the meeting. Director Cheng Suning entrusted chairman Qiao Dewei to exercise the voting right. The meeting was presided over by Mr. Qiao Dewei, chairman of the board. The meeting was held in accordance with the company law of the people's Republic of China and other laws, regulations, normative documents and the relevant provisions of the Dynagreen Environmental Protection Group Co.Ltd(601330) articles of association. After full deliberation and effective voting by the directors present, the following proposals were considered and adopted:
1、 The proposal on further clarifying the scheme of the company's public offering of convertible corporate bonds was deliberated and adopted one by one. On January 24, 2022, the company received the reply on approving Dynagreen Environmental Protection Group Co.Ltd(601330) public issuance of convertible corporate bonds (zjxk [2022] No. 132) issued by China Securities Regulatory Commission, which approved the company to issue convertible corporate bonds with a total face value of 2360 million yuan to the public for a period of 6 years. According to the proposal on Authorizing the board of directors to handle matters related to the public offering of A-share convertible corporate bonds, which was deliberated and adopted at the first extraordinary general meeting of 2021 held on August 24, 2021, the board of directors of the company, in accordance with the requirements of the regulatory authorities and in combination with the actual situation of the company and the situation of the securities market, Further clarified the specific terms of the public offering of convertible corporate bonds (hereinafter referred to as "convertible bonds"), as follows:
1. Issuance scale
The total amount of convertible bonds to be issued this time is RMB 2360 million, and the number of issued bonds is 23600000. Voting: 9 in favor, 0 abstention and 0 against.
2. Coupon rate
The coupon rate of convertible bonds issued this time is set as: 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: 9 in favor, 0 abstention and 0 against.
3. Initial conversion price
The initial conversion price of the convertible bonds issued this time is 9.82 yuan, which is not lower than the latest audited net assets per share, par value of shares The higher of 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, and shall not be corrected upward.
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: 9 in favor, 0 abstention and 0 against.
4. 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 not converted into shares at the price of 109% (including the last interest) of the face value of the convertible bonds issued this time.
Voting: 9 in favor, 0 abstention and 0 against.
5. Issuing object and issuing method
The convertible bonds issued this time are preferentially placed to the original shareholders of A-Shares registered by China Securities Depository and Clearing Corporation Shanghai branch after the closing of the company on the equity registration date. The balance after the priority placement of the original shareholders of A-Shares is sold online to public investors through the trading system of Shanghai Stock exchange, and the balance is underwritten by the sponsor (lead underwriter).
The issuing objects of this convertible bond are:
(1) Preferential placement to the original A-share shareholders of the company: all A-share shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of the equity registration date announced in the issuance announcement (February 24, 2022).
The company has a total share capital of 1393440000 shares, and the A-share capital that can participate in the issuance and preferential placement is 989080208 shares. If the number of share capital that the company can participate in the placement changes by the equity registration date, the company will disclose the announcement on the adjustment of the placement proportion of the original A-share shareholders of convertible bond issuance on the starting date of subscription.
(2) Online issuance: natural persons, legal persons, securities investment funds and other investors in compliance with the law who hold the securities account of China Securities Depository and Clearing Co., Ltd. Shanghai Branch (except those prohibited by national laws and regulations).
(3) The self operated account of the underwriting institution of this offering shall not participate in online subscription.
Voting: 9 in favor, 0 abstention and 0 against.
6. Placement arrangement to the original A-share shareholders
The number of convertible bonds that can be preferentially placed by the original A-share shareholders is calculated based on the number of shares of the company they hold after the closing of the market on the equity registration date, and then converted into the number of hands at the proportion of 1000 yuan / hand. Each hand (10 pieces) is a subscription unit, that is, 0.002386 hands of convertible corporate bonds per share. The original A-share shareholders can decide the number of convertible bonds actually subscribed according to their own conditions.
Voting: 9 in favor, 0 abstention and 0 against.
Independent directors have expressed unanimous independent opinions on the above matters.
2、 The proposal on the public issuance of convertible corporate bonds and listing of the company was deliberated and adopted. It is agreed that after the issuance of convertible bonds, the company shall apply to Shanghai stock exchange for handling the matters related to the listing of convertible bonds, and authorize the chairman of the company or his authorized designated personnel to handle specific matters.
Voting: 9 in favor, 0 abstention and 0 against.
Independent directors have expressed unanimous independent opinions on the above matters.
3、 The proposal on reviewing the company's "14th five year plan" strategic development plan was deliberated and adopted. Agree with the "14th five year plan" strategic development plan formulated by the company.
Voting: 9 in favor, 0 abstention and 0 against.
It is hereby announced.
Dynagreen Environmental Protection Group Co.Ltd(601330) board of directors February 23, 2022
