Securities code: 603185 securities abbreviation: Wuxi Shangji Automation Co.Ltd(603185) Announcement No.: 2022-010 Wuxi Shangji Automation Co.Ltd(603185)
Announcement of resolutions of the 40th meeting of the third 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.
1、 Meetings of the board of directors
The 40th meeting of the third board of directors of Wuxi Shangji Automation Co.Ltd(603185) (hereinafter referred to as "the company") was held on February 24, 2022 in the company's conference room by means of on-site communication. The meeting notice and relevant materials were sent on February 21, 2022 by on-site delivery, e-mail and fax. There are 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The convening and convening procedures of the meeting shall comply with the company law of the people's Republic of China and other laws and regulations, administrative department rules, normative documents and the relevant provisions of the Wuxi Shangji Automation Co.Ltd(603185) articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on further clarifying the scheme of the company's public issuance of convertible corporate bonds
The company has received the reply on approving Wuxi Shangji Automation Co.Ltd(603185) public issuance of convertible corporate bonds (zjxk [2021] No. 3409) issued by the China Securities Regulatory Commission, which approved the company to issue convertible corporate bonds with a total face value of 2470 million yuan to the public for a period of 6 years.
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the public issuance of A-share convertible corporate bonds deliberated and adopted at the second extraordinary general meeting of shareholders in 2021, the plan for the public issuance of convertible corporate bonds is further clarified in accordance with the requirements of the securities supervision department and in combination with the actual situation and market conditions of the company, as follows:
1. Issuance scale
The total amount of convertible bonds issued this time is RMB 2470 million, each with a face value of RMB 100, a total of 247000 hands (2470000 pieces), which are issued at face value.
Voting results: 7 in favor, 0 against and 0 abstention.
2. Bond interest rate
The coupon rate of convertible bonds issued this time is set as: 0.30% in the first year, 0.50% in the second year, 1.00% in the third year, 1.50% in the fourth year, 1.80% in the fifth year and 2.00% in the sixth year.
Voting results: 7 in favor, 0 against and 0 abstention.
3. Initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 145.66 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 is a stock price adjustment caused by 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. The average trading price of the company's A-Shares in the 20 trading days before the announcement date = the total trading volume of the company's A-Shares in the 20 trading days / the total trading volume of the company's A-Shares in the 20 trading days;
The average trading price of the company's A-Shares on the trading day before the announcement date = 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: 7 in favor, 0 against and 0 abstention.
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 that have not been converted to shares from the holders of convertible bonds at the price of 112.00% (including the last interest) of the face value of the convertible bonds issued this time.
Voting results: 7 in favor, 0 against and 0 abstention.
5. Distribution object
(1) Preferential placement to the original A-share shareholders of the issuer: all A-share shareholders of the issuer registered after the closing of the stock market on the equity registration date announced in the issuance announcement (February 28, 2022, t-1). If the number of share capital that the company can participate in the placement changes by the equity registration date (February 28, 2022, t-1), the company will disclose the announcement on the adjustment of the placement proportion of the original A-share shareholders of convertible bonds before (including) the starting date of subscription (March 1, 2022, T-day).
(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 accounts of the members of the underwriting syndicate of this offering shall not participate in this subscription.
Voting results: 7 in favor, 0 against and 0 abstention.
6. Distribution mode
The preferred shares of the issuer of the convertible bonds of the company will be registered in Shanghai on February 28th, 2021 after the registration date of the issuer of the preferred shares of the company, The balance after the preferential placement of the original A-share shareholders (including the part that the original A-share shareholders give up the preferential placement) is sold online to the public investors through the trading system of Shanghai Stock Exchange, and the balance is underwritten by the lead underwriter.
Voting results: 7 in favor, 0 against and 0 abstention.
7. Arrangement of placing to original shareholders
The number of the last 22 convertible bonds that the original A-share shareholders can preferentially place is the number of shares they hold Wuxi Shangji Automation Co.Ltd(603185) registered after the closing of the stock market on the equity registration date (February 28, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of 8.974 yuan of convertible bonds per share, and then converted into the number of hands according to the ratio of 1000 yuan / hand. Each hand (10 pieces) is an application unit, That is, 0.008974 convertible bonds per share. The original shareholders can decide the amount of convertible bonds actually subscribed according to their own conditions.
The issuer has a total share capital of 275225954 shares, all of which can participate in the preferential placement of the original A-share shareholders. According to the preferred placement ratio of 0.008974 hands / share, the total upper limit of convertible bonds that can be preferentially placed by the original A-share shareholders is 2.47 million hands.
The above-mentioned placing proportion is the expected number. If the number of share capital that the company can participate in the placement changes by the registration date of convertible bond equity issuance (t-1 day), resulting in the change of the preferred placing proportion, the issuer and the lead underwriter will disclose the announcement on the adjustment of the preferred placing proportion of the original A-share shareholders before (including) the starting date of subscription.
In addition to participating in the priority placement, the original A-share shareholders can also participate in the online subscription of the balance after the priority placement.
The preferred placement of the original A-share shareholders is carried out through the trading system of Shanghai Stock Exchange. The placement code is "753185", and the placement is referred to as "Shang 22 debt distribution".
The price for the original A-share shareholders to preferentially subscribe for one hand of "shang22 debt distribution" is 1000 yuan, and the minimum subscription unit of each account is 1 hand (1000 yuan), and more than 1 hand must be an integral multiple of 1 hand. The part of the original A-share shareholders with less than one hand of preferred placement shall be rounded according to the principle of accurate algorithm.
If the " Wuxi Shangji Automation Co.Ltd(603185) " shares held by the original A-share shareholders are deposited in two or more securities business departments, the number of hands that can be subscribed shall be calculated based on the shares deposited in each business department, and the allotment subscription must be made in the corresponding securities business department in accordance with the relevant business rules of Shanghai Stock Exchange.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions on this.
(II) deliberated and passed the proposal on the listing of convertible corporate bonds
In accordance with the relevant provisions of relevant laws and regulations and normative documents and the authorization of the company's second extraordinary general meeting in 2021, the board of directors of the company will apply for the listing, trading, custody and exchange of convertible corporate bonds in Shanghai Stock Exchange and China Securities Depository and Clearing Co., Ltd. Shanghai branch after the issuance of convertible corporate bonds Interest payment, share conversion and other related matters, and authorize the company's management to handle specific matters.
The independent directors expressed their independent opinions on this.
Voting results: 7 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on opening a special account for raised funds and signing a supervision agreement
In order to standardize the deposit, use and management of the company's raised funds and effectively protect the rights and interests of investors, in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation and the company's management system for the use of raised funds, The funds raised by the company's public issuance of convertible corporate bonds shall be stored in the special fund account opened in the bank.
According to the authorization of the company's second extraordinary general meeting in 2021, the company will open special accounts for raising funds from convertible corporate bonds of the public development bank in China Citic Bank Corporation Limited(601998) Wuxi Branch, Industrial And Commercial Bank Of China Limited(601398) Wuxi Binhu sub branch, Bank Of China Limited(601988) Wuxi Taihu Xincheng sub branch, Bank Of Communications Co.Ltd(601328) Wuxi Branch Business Department, Bank Of Ningbo Co.Ltd(002142) Wuxi Luoshe sub branch and Hua Xia Bank Co.Limited(600015) Wuxi Branch. In accordance with the above provisions, the company will sign a tripartite supervision agreement with the sponsor and the deposit bank of the special account for raised funds within one month after the arrival of the raised funds, so as to supervise the deposit and use of the raised funds.
In addition, Hongyuan new materials (Baotou) Co., Ltd., a wholly-owned subsidiary of the company, will open special accounts for raised funds in Industrial Bank Co.Ltd(601166) Baotou high tech sub branch, Bank Of China Limited(601988) Baotou Branch, Bank Of Communications Co.Ltd(601328) department store sub branch, China Minsheng Banking Corp.Ltd(600016) Baotou Branch, Hua Xia Bank Co.Limited(600015) Baotou branch and China Zheshang Bank Co.Ltd(601916) Hohhot Branch. At the same time, the company and Hongyuan new materials (Baotou) Co., Ltd., the recommendation institution and the bank opening the special account for raised funds shall sign the four party supervision agreement for raised funds.
The board of directors authorizes the operation and management of the company to sign the supervision agreement on raised funds with the above banks and sponsors.
Voting results: 7 in favor, 0 against and 0 abstention.
(IV) the proposal on investment and construction of 150000 tons of high-purity industrial silicon and 100000 tons of high-purity crystalline silicon projects was deliberated and approved
For details, please refer to the company's website (www.sse. Com. CN.) published in the securities times and Shanghai Stock Exchange on the same day Announcement on investment and construction of 150000 tons of high-purity industrial silicon and 100000 tons of high-purity crystalline silicon projects (Announcement No.: 2022-014).
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
(V) deliberated and passed the proposal on convening the second extraordinary general meeting of shareholders in 2022
The board of directors proposed to hold the second extraordinary general meeting of shareholders in 2022 in the conference room on the first floor of the company's administrative building on March 18, 2021, and determined the equity registration date as March 11, 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 40th meeting of the Wuxi Shangji Automation Co.Ltd(603185) third board of directors;
2. Independent opinions of Wuxi Shangji Automation Co.Ltd(603185) independent directors on matters related to the 40th meeting of the third board of directors.
It is hereby announced.
Wuxi Shangji Automation Co.Ltd(603185) board of directors February 25, 2022
