Securities code: Silkroad Visual Technology Co.Ltd(300556) securities abbreviation: Silkroad Visual Technology Co.Ltd(300556) Announcement No.: 2022006
Silkroad Visual Technology Co.Ltd(300556)
Announcement on the resolution of the third meeting of the Fourth Board of directors
The board of directors does not guarantee that the information disclosed by the company is true, complete or misleading.
Silkroad Visual Technology Co.Ltd(300556) (hereinafter referred to as “the company”) the third meeting of the Fourth Board of directors was held by means of communication voting on February 25, 2022, and the notice of this meeting was given in February 2022
On the 22nd, it was sent by telephone, fax, e-mail, instant messaging tools, etc. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association. The following proposals were adopted at this meeting:
1、 The proposal on further clarifying the specific plan for the company to issue convertible corporate bonds to unspecified objects was deliberated and adopted
The China Securities Regulatory Commission issued the reply on Approving the registration of Silkroad Visual Technology Co.Ltd(300556) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 3840) on December 10, 2021, approving the company’s application for registration of issuing convertible corporate bonds to unspecified objects. According to the authorization of the company’s 2020 annual general meeting of shareholders, in accordance with the requirements of relevant laws and regulations, combined with the actual situation and market conditions of the company, further clarify the specific scheme of issuing convertible corporate bonds to unspecified objects, as follows:
1. Issuance scale
The total amount of funds raised from the proposed issuance of convertible corporate bonds is RMB 24 million, with a face value of RMB 100 each, a total of 2.4 million, which are issued at face value.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was passed.
2. Bond interest rate
The coupon rate of convertible bonds issued this time is 0.5% in the first year, 0.7% in the second year, 1.2% in the third year, 1.8% in the fourth year, 2.5% in the fifth year and 3.0% in the sixth year.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was passed.
3. Determination of conversion price
The initial conversion price of convertible corporate bonds issued this time is 26.69 yuan / share, Not less than the average trading price of the company’s shares on the 20 trading days before the announcement date of the prospectus (if there is a stock price adjustment due to ex right and ex dividend within the 20 trading days, the 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.
Among them, the average trading price of the company’s shares in the first 20 trading days = the total trading volume of the company’s shares in the first 20 trading days / the total trading volume of the company’s shares in the 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: 7 in favor, 0 against and 0 abstention. The motion was passed.
4. Maturity redemption clause
Within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem all the convertible corporate bonds that have not been converted to shares from investors at the price of 115% (including the last interest) of the face value of the convertible bonds.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was passed.
5. Issuing method and object
(1) Distribution mode
The convertible corporate bonds issued this time are preferentially placed to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the closing of the market on the equity registration date (March 1, 2022, t-1). The balance after the preferential placement of the original shareholders (including the preferential placement of the original shareholders) is issued to the public investors online through the trading system of Shenzhen Stock Exchange, The part of the subscription amount less than 240 million yuan shall be underwritten by the sponsor (lead underwriter).
If the subscription amount of this offering is less than RMB 24 million, it shall be underwritten by the balance of the recommendation institution (lead underwriter), and the underwriting base is RMB 24 million. The recommendation institution (lead underwriter) shall determine the final placement result and underwriting amount according to the online capital arrival. In principle, the underwriting proportion of the recommendation institution (lead underwriter) shall not exceed 30% of the total issuance, that is, in principle, the maximum underwriting amount is 72 million yuan. When the actual underwriting ratio exceeds 30% of the total amount of this issuance, the recommendation institution (lead underwriter) will start the internal underwriting risk assessment procedure, continue to perform the issuance procedure or take measures to suspend the issuance after reaching an agreement with the issuer. If it is determined to continue to perform the issuance procedures, the recommendation institution (lead underwriter) will adjust the final underwriting proportion, fully underwrite the amount less than the subscription amount of investors, and report to the Shenzhen Stock Exchange in time; If it is determined to take measures to suspend the issuance, the recommendation institution (lead underwriter) and the issuer will timely report to the Shenzhen Stock Exchange, announce the reasons for the suspension of the issuance, and choose an opportunity to restart the issuance within the validity period of the approval.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was passed.
(2) Distribution object
1) Original shareholder of the company: the original A-share shareholder of the issuer registered with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “CSDCC Shenzhen Branch”) after the closing of the equity registration date (March 1, 2022, t-1) announced in the issuance announcement.
2) Social public investors: social public investors holding securities accounts of Shenzhen Stock Exchange within the territory of the people’s Republic of China, including natural persons, legal persons, securities investment funds, etc. (except buyers prohibited by laws and regulations). 3) The self operated account of the sponsor (lead underwriter) of this offering shall not participate in online subscription.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was passed.
6. Placement arrangements to existing shareholders
The number of convertible corporate bonds that can be preferentially placed by the original shareholders is the number of shares of ” Silkroad Visual Technology Co.Ltd(300556) ” registered after the closing of the stock market on the equity registration date (March 1, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds of RMB 2.0104 per share, and then converted into a number according to the proportion of RMB 100 / piece, each piece is an application unit, That is, Transfar Zhilian Co.Ltd(002010) 4 convertible bonds per share. The total capital stock of the issuer’s existing A-Shares is 119376875 shares (no treasury shares in the special repurchase account). Calculated according to the priority placement proportion of this issuance, the total upper limit of convertible bonds that can be preferentially placed by the original shareholders is about 239992, accounting for about 999980% of the total amount of convertible bonds issued this time. Since the part less than one is executed in accordance with the business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, the total number of final priority placements may be slightly different.
In addition to participating in the priority placement, the original shareholders can also participate in the online subscription of the balance after the priority placement. Voting results: 7 in favor, 0 against and 0 abstention. The motion was passed.
The independent directors of the company have expressed their independent opinions on matters related to this proposal.
2、 Deliberated and passed the proposal on the listing of convertible corporate bonds issued by the company to unspecified objects
According to the authorization of the 2020 annual general meeting of shareholders held by the company on March 29, 2021, the board of directors of the company will handle matters related to the listing of convertible bonds on Shenzhen Stock Exchange after the issuance of convertible bonds, and authorize the chairman of the board of directors or other designated persons to handle specific matters individually or jointly.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was passed.
The independent directors of the company have expressed their independent opinions on this proposal.
3、 The proposal on opening a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signing a supervision agreement on raising funds was deliberated and adopted
In order to standardize the management, storage and use of the company’s raised funds and effectively protect the rights and interests of investors, in accordance with the relevant provisions of laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, Authorized by the company’s 2020 annual general meeting of shareholders, the company will open a special account for the raised funds according to the needs of the management of the raised funds, which will be used for the special storage and use of the funds raised by issuing convertible corporate bonds to unspecified objects. At the same time, the board of directors of the company authorizes the chairman of the board of directors or other designated persons of the company to sign the supervision agreement on the raised funds with the sponsor and the deposit bank to supervise the deposit and use of the raised funds.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was passed.
The independent directors of the company have expressed their independent opinions on this proposal.
It is hereby announced.
Silkroad Visual Technology Co.Ltd(300556) board of directors February 28, 2022
