Securities code: Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) securities abbreviation: Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) Announcement No.: 2022014 Shaanxi Zhongtian Rocket Technology Co.Ltd(003009)
Notice on convening the first extraordinary general meeting of shareholders in 2022
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.
Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) (hereinafter referred to as “the company”) held the 12th meeting of the third board of directors on January 19, 2022 and the 13th meeting of the third board of directors on February 28, 2022. According to the overall work arrangement of the company’s public issuance of convertible bonds (hereinafter referred to as “convertible bonds”), the meeting deliberated and adopted the proposal on holding the general meeting of shareholders at an optional date.
In combination with the current convertible bond work plan, it is decided to hold the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the meeting”), and the relevant matters of the meeting are hereby notified as follows:
1、 Basic information of the meeting
(I) session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
(II) convener of the general meeting of shareholders: the board of directors of the company
(III) legality and compliance of the meeting: it has been deliberated and adopted at the 12th meeting of the third board of directors and the 13th meeting of the third board of directors, and complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(IV) date and time of the meeting
1. On site meeting time: 14:00 PM, March 18, 2022
2. Online voting time: March 18, 2022. Of which:
(1) The voting time through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 18, 2022;
(2) The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 18, 2022.
(V) convening method of the meeting: it is held by combining on-site voting and online voting.
1. The shareholder’s power of attorney to attend the meeting on site or authorize others to vote on site;
2. Online voting: through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during the time of online voting; 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.
3. Shareholders of the company can only choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
(VI) equity registration date: March 11, 2022.
(VII) attendees:
1. As of the afternoon closing of March 11, 2022 (equity registration date), all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders. Shareholders who cannot attend the on-site meeting of the general meeting of shareholders in person may authorize others to attend on their behalf or participate in online voting during online voting time;
2. Directors, supervisors and senior managers of the company;
3. Lawyers employed by the company;
4. Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
(VIII) venue of the on-site meeting: conference room on the third floor of Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) Yishan Road, Languan street, Lantian County, Xi’an City, Shaanxi Province.
2、 Consideration of conference matters
(I) proposal on the company meeting the conditions for public issuance of convertible corporate bonds
According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) According to the provisions of laws and regulations such as the measures for the administration of securities issuance of listed companies (hereinafter referred to as the “measures”) and the measures for the administration of convertible corporate bonds (hereinafter referred to as the “measures for the administration of convertible bonds”), the company complies with the provisions on the public issuance of convertible corporate bonds in the current laws, regulations and normative documents, Meet the conditions for public issuance of convertible corporate bonds.
(II) proposal on the company’s public issuance of convertible corporate bonds
1. Types of securities issued this time
The type of securities issued this time is convertible corporate bonds that can be converted into company shares. The convertible corporate bonds issued this time and the shares to be converted in the future will be listed on the Shenzhen Stock Exchange.
2. Issuance scale
The total amount of funds raised by the convertible bonds issued this time shall not exceed 495 million yuan (including 495 million yuan). The specific issuance scale will be submitted by the board of directors to the general meeting of shareholders of the company, and the board of directors will be authorized to determine within the above limit.
3. Face value and issue price
The convertible bonds issued this time are issued at face value, with each face value of RMB 100.
4. Bond term
The term of the convertible bonds issued this time is 6 years from the date of issuance.
5. 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.
If the interest rate of bank deposits is adjusted before the issuance of convertible bonds, the general meeting of shareholders authorizes the board of directors to adjust the coupon rate accordingly.
6. 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 of all convertible bonds that have not been converted into shares and the interest of the last year when due.
(1) Interest calculation in interest year
The interest in the interest bearing year (hereinafter referred to as “annual interest”) refers to the current interest that the holder of this convertible bond can enjoy for each full year from the first day of this convertible bond issuance according to the total face value of this convertible bond.
The calculation formula of annual interest is: I = B1 × i
1: Refers to the annual interest amount;
B1: refers to the total face value of this convertible bond held by the holder of this convertible bond 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: It refers to the coupon rate of this convertible bond in the current year.
(2) Interest payment method
① This convertible bond adopts the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of this convertible bond issuance.
② Interest payment date: the interest payment date of each year is the date of each full year from the first date of issuance of the convertible bonds issued this time.
If the day is a legal holiday or rest day, it shall be postponed to the next trading day without additional interest. The interest year is between two adjacent interest payment days.
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 of each year. The company will pay the interest of the current year within five trading days after the interest payment date of each year. For the convertible bonds applied for conversion into the company’s 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 the current interest year and subsequent interest years to its holders.
④ The tax payable on the interest income obtained by the convertible bond holder shall be borne by the convertible bond holder.
7. Term of share conversion
The term of convertible bonds to shares issued this time starts from the first trading day after the expiration of 6 months from the date of the issuance of convertible bonds to the maturity date of convertible bonds.
8. Determination and adjustment of conversion price
(1) Determination basis of initial conversion price
The initial conversion price of this convertible bond shall not be lower than the average trading price of the company’s 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 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 shares on the previous trading day, And not less than the latest audited net assets per share and par value of shares. 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 conditions and the specific situation of the company before this issuance.
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 the trading day.
(2) Adjustment method and calculation formula of conversion price
After the issuance of convertible bonds, when the company changes its shares due to the distribution of stock dividends, the conversion of share capital, the issuance of new shares (excluding the increased share capital due to the conversion of convertible bonds), the allotment of shares and the distribution of cash dividends, the conversion price will be adjusted according to the following formula (retain two decimal places and round the last one):
Distribution of stock dividends or conversion to 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 shall be carried out simultaneously: P1 = (P0 － D + a) × k）/(1+n+k）；
Where: P0 refers to the transfer price before adjustment, n refers to the share dividend or share capital conversion rate, K refers to the new share price or allotment rate, a refers to the new share price or allotment price, D refers to the cash dividend per share, and P1 refers to the transfer price after adjustment.
When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish a notice on the website of Shenzhen Stock Exchange and the information disclosure media of listed companies designated by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), and specify the date of conversion price adjustment Adjustment method and suspension of share conversion period (if necessary). When the adjustment date of the conversion price is on or after the application date of the convertible bond holder and before the registration date of the conversion of shares, the holder’s application for conversion of shares shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, company merger, division or any other circumstances, resulting in changes in the class, number and / or shareholders’ equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible bonds or the derivative rights and interests of convertible bonds, the company will, according to the specific circumstances, act in a fair, just and The conversion price shall be adjusted according to the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible bonds. 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.
9. Downward correction clause of share conversion price
(1) Correction authority and correction range
During the duration of this convertible bond, 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 of the company for deliberation and voting. If the conversion price has been adjusted within the above 30 consecutive trading days, the conversion price and closing price before the conversion price adjustment day shall be calculated according to the conversion price and closing price before the adjustment day, and the conversion price and closing price after the adjustment day shall be calculated according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days. The above plan can be implemented only after more than two-thirds of the voting rights held by the shareholders attending the meeting are approved. When voting at the general meeting of shareholders, the shareholders holding the convertible bonds 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 that passed the amendment scheme in the preceding paragraph 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 par value of the shares.
(2) Correction procedure
If the general meeting of shareholders of the company approves the downward revision of the conversion price, the company will publish relevant announcements on the information disclosure media of listed companies designated by the CSRC and Shenzhen Stock Exchange, announcing the revision range, equity registration date and the period of suspension of conversion (if necessary). From the first trading day after the equity registration date (i.e. the correction date of share conversion price), the application for share conversion shall be resumed and the revised 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.
10. Method for determining the number of converted shares
When the convertible bond holder applies for share conversion during the share conversion period, the calculation formula of the number of shares converted is: q = V / P, and the integer multiple of one share is taken by the tailing method.
Where: q is the number of convertible bonds converted into shares; V is the total face value of convertible bonds applied for conversion by the holders of convertible bonds; P is the effective conversion price on the date of application for conversion.
The shares applied for conversion by the holders of convertible bonds must be integer shares. If the convertible bond balance is insufficient to be converted into one share at the time of share conversion, the company will cash the convertible bond balance insufficient to be converted into one share within five trading days after the date of share conversion of the convertible bond holder in accordance with the relevant provisions of Shenzhen Stock Exchange, securities registration authority and other departments. The current accrued interest corresponding to the balance of this convertible bond converted into one share (for the calculation method of current accrued interest, see the relevant contents of “11. Redemption terms”) will be paid in accordance with the relevant provisions of the securities registration authority and other departments.
11. Redemption terms
(1) Maturity redemption clause
Within five trading days after the expiration of this convertible bond, the company will redeem all the convertible bonds that have not been converted into shares from the holders of this convertible bond at the price of a certain proportion of the face value of this convertible bond (including the annual interest of the last period). The specific floating rate shall be submitted to the general meeting of shareholders to authorize the board of directors (or the person authorized by the board of directors) to negotiate and determine with the sponsor (lead underwriter) according to the market conditions before this offering.
(2) Conditional redemption clause
During the convertible bond to share period, in case of any of the following two situations, the company has the right 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 convertible bonds plus the accrued interest of the current period: ① during the convertible bond to share period, if the company’s A-share shares have at least 10 consecutive trading days
