Securities code: Hangzhou Juheshun New Material Co.Ltd(605166) securities abbreviation: Hangzhou Juheshun New Material Co.Ltd(605166) Announcement No.: 2022014 Hangzhou Juheshun New Material Co.Ltd(605166)
Announcement of resolutions of the 18th meeting of the second board of supervisors
The board of supervisors and all supervisors 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.
Hangzhou Juheshun New Material Co.Ltd(605166) (hereinafter referred to as “the company”) the 18th meeting of the second board of supervisors was held on site in the conference room on the first floor of the company on March 2, 2022, and the meeting notice was sent in writing and e-mail on February 25, 2022. The meeting was convened and presided over by Mr. Li Xiaoguang, chairman of the board of supervisors. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association, and the resolutions formed at the meeting are legal and effective. The meeting made the following resolutions:
1、 The proposal on clarifying the specific plan for public issuance of convertible corporate bonds was deliberated and adopted one by one
The company has received the reply on approving Hangzhou Juheshun New Material Co.Ltd(605166) public issuance of convertible corporate bonds (zjxk [2021] No. 3767) issued by China Securities Regulatory Commission on December 1, 2021, and approved the company to issue convertible corporate bonds with a total face value of 204 million yuan to the public for a period of 6 years (hereinafter referred to as “this issuance”).
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of this public offering of A-share convertible corporate bonds, which was adopted at the 14th meeting of the second board of directors held on December 25, 2020 and the 2020 annual general meeting of shareholders held on May 12, 2021, the board of directors of the company, in accordance with the authorization of the general meeting of shareholders, Further clarify the company’s plan for public issuance of convertible corporate bonds, as follows:
1. Issuance scale and quantity
The total amount of funds raised by the convertible corporate bonds issued this time is RMB 204 million, and the number of issued bonds is 204000 (2.04 million).
Voting results: 3 in favor, 0 against and 0 abstention.
2. Bond interest rate
The coupon rate of convertible corporate bonds issued this time is: 0.4% in the first year, 0.6% in the second year, 1.0% in the third year, 1.5% in the fourth year, 2.5% in the fifth year and 3.0% in the sixth year.
Voting results: 3 in favor, 0 against and 0 abstention.
3. Determination of initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 14.63 yuan / share, Not less than the average trading price of the company’s shares 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 A-Shares on the previous trading day.
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 trading volume of the company’s shares on the previous trading day / the trading volume of the company’s shares on that day.
Voting results: 3 in favor, 0 against and 0 abstention.
4. Redemption clause
(1) Redemption term
Within 5 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% of the face value of the convertible corporate bonds (including the annual interest of the last period).
(2) Conditional redemption clause
During the conversion period of convertible corporate bonds issued this time, in case of any of the following two situations, the board of directors of the company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted into shares at the price of bond face value plus accrued interest in the current period:
1. During the conversion period of convertible corporate bonds issued this time, if the closing price of the company’s shares for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price.
2. When the balance of convertible corporate bonds issued this time is less than 30 million yuan.
The calculation formula of current accrued interest is: ia = B × i × t/365
Ia: interest accrued in the current period;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time;
i: Refers to the coupon rate of convertible corporate bonds in the current year;
t: Refers to the number of interest days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest year (the beginning does not count the end).
If the conversion price has been adjusted within the above 30 trading days, the conversion price and closing price before the conversion price adjustment shall be calculated on the trading day before the conversion price adjustment, and the conversion price and closing price after the conversion price adjustment shall be calculated on the trading day after the conversion price adjustment.
Voting results: 3 in favor, 0 against and 0 abstention.
5. Issuing method and object
After the closing of the convertible corporate bonds issued this time to the Issuer on the equity registration date (i.e. March 4, 2022, t-1), the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shanghai branch shall have priority placement. The balance other than the original shareholders’ priority placement and the part after the original shareholders abandon the priority placement shall be issued by online pricing, The balance is underwritten by the recommendation institution (lead underwriter).
The issuing objects of convertible corporate bonds are:
(1) Preferential placement to the original shareholders of the issuer: the equity registration date announced in the issuance announcement (i.e. March 4, 2022)
All shareholders of the issuer registered after the closing of the market;
(2) Online issuance: natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding 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 online subscription.
Voting results: 3 in favor, 0 against and 0 abstention.
6. Placement arrangement to the original A-share shareholders
The number of convertible corporate bonds that can be preferentially placed by the original A-share shareholders is the number of registered shares of China Securities Depository and Clearing Co., Ltd. Shanghai branch held by them after the closing of the equity registration date (i.e. March 4, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds with a par value of 0.646 yuan per share, Then convert it into the number of hands according to the proportion of 1000 yuan / hand, and each hand (10 pieces) is a subscription unit, that is, 0000646 hands of convertible bonds per share.
Voting results: 3 in favor, 0 against and 0 abstention.
2、 With 3 affirmative votes, 0 negative votes and 0 abstention, the “on the public offering of convertible bonds by the company” was deliberated and adopted
Proposal on the listing of corporate bonds
In accordance with the relevant provisions of laws, regulations and normative documents such as the stock listing rules of Shanghai Stock Exchange and the authorization of the company’s 2020 annual general meeting of shareholders, the board of directors of the company applies for the listing of convertible corporate bonds on Shanghai Stock Exchange and other related matters after the issuance of convertible corporate bonds, And authorize the company’s management and its authorized designated persons to handle specific matters.
3、 The proposal on opening a special account for raising funds through public issuance of convertible corporate bonds and signing a supervision agreement was deliberated and adopted with 3 affirmative votes, 0 negative votes and 0 abstention
In order to standardize the deposit, use and management of the company’s raised funds, improve the efficiency and efficiency of fund use, and protect the rights and interests of investors, in accordance with 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 other laws According to the relevant provisions of laws and regulations, normative documents and the company’s fund-raising management system, the company will open a special account for the raised funds for the special storage and use of the funds raised by convertible corporate bonds.
The company will sign the supervision agreement on raised funds with the sponsor and the corresponding deposit bank, supervise the deposit and use of raised funds, and authorize the company’s management and its authorized designated personnel to handle the opening of the above-mentioned special account for raised funds and the signing of the supervision agreement on raised funds. After signing the supervision agreement on raised funds, the company will timely perform the obligation of information disclosure.
It is hereby announced.
Hangzhou Juheshun New Material Co.Ltd(605166) board of supervisors
March 3, 2022
