Securities code: 300813 securities abbreviation: Zhejiangtailin Bioengineering Co.Ltd(300813) Announcement No.: 2021-093 Zhejiangtailin Bioengineering Co.Ltd(300813)
Announcement of resolutions of the fourth meeting of the third board of directors
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.
1、 Convening of board meeting
Zhejiangtailin Bioengineering Co.Ltd(300813) (hereinafter referred to as “the company”) ）The fourth meeting of the third board of directors was notified by telephone and written delivery on December 20, 2021, and held in the company’s conference room on December 23 by on-site combined with communication voting. There are 7 directors who should attend the meeting and 7 actually attended the meeting. The meeting was convened and presided over by Mr. Ye Dalin, chairman of the board of directors, and attended by the Secretary of the board of directors, supervisors and senior executives of the company.
The meeting was held in accordance with the requirements of the company law, the articles of association and relevant laws and administrative regulations, and the meeting was legal and effective.
2、 Deliberations of the board meeting
After deliberation by the attending directors, the following proposals were adopted at the meeting:
1. The proposal on further clarifying the specific scheme for the company to issue convertible corporate bonds to unspecified objects was deliberated and adopted
The company has received the reply on Approving the registration of Zhejiangtailin Bioengineering Co.Ltd(300813) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 2258) issued by the China Securities Regulatory Commission, and approved the company’s application for registration of issuing convertible corporate bonds to unspecified objects.
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of bonds in full power, which was deliberated and adopted at the first extraordinary general meeting of shareholders in 2021 held on January 25, 2021, the general meeting of shareholders of the company authorizes the board of directors to, within the scope permitted by relevant laws, regulations and the articles of association, and in accordance with the opinions of the regulatory authorities, Combined with the actual situation of the company and the current situation of the securities market, further clarify the specific scheme for the company to issue convertible corporate bonds to unspecified objects. The details are as follows:
1、 Issuance scale and quantity
The total amount of convertible corporate bonds to be issued this time is RMB 210 million, and the number of issued bonds is 2.1 million.
Voting result: 7 affirmative votes; No negative votes; No abstentions.
2、 Duration of convertible corporate bonds
The term of convertible corporate bonds issued this time is 6 years from the date of issuance, i.e. from December 28, 2021 to December 27, 2027.
Voting result: 7 affirmative votes; No negative votes; No abstentions.
3、 Bond interest rate
The coupon rate of convertible corporate bonds issued this time is set as: 0.5% in the first year, 0.8% in the second year, 1.2% in the third year, 1.8% in the fourth year, 2.2% in the fifth year and 2.8% in the sixth year.
Voting result: 7 affirmative votes; No negative votes; No abstentions.
4、 Conversion period
The conversion period of convertible corporate bonds issued this time starts from the first trading day (July 4, 2022) after the expiration of six months from the date of issuance of convertible corporate bonds (January 4, 2022, t + 4) to the maturity date of convertible corporate bonds (December 27, 2027, postponed in case of holidays).
Voting result: 7 affirmative votes; No negative votes; No abstentions.
5、 Initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 87.38 yuan / share, Not lower than the average trading price of the company’s shares 20 trading days before the announcement date of the prospectus (in case of stock price adjustment due to ex right and ex dividend within the twenty 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 shares on the previous trading day, as well as the audited net assets per share and par value of shares in the latest period.
The average trading price of the company’s shares in the first twenty trading days = the total trading volume of the company’s shares in the first twenty trading days / the total trading volume of the company’s shares in the twenty 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 result: 7 affirmative votes; No negative votes; No abstentions.
6、 Maturity redemption clause
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 into shares at the price of 115% of the face value of the convertible bonds (including the last interest). Voting results: 7 in favor, 0 against and 0 abstention.
7、 Distribution method and object
The convertible bonds are preferentially placed to the original shareholders of the company, The balance after the priority placement (including the part that the original shareholders give up the priority placement) is issued to the public investors online through the trading system of Shenzhen Stock Exchange. All the balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) is issued Online. The part with a subscription amount of less than 21 million yuan shall be issued by the sponsor (lead underwriter) underwriting. In principle, the underwriting proportion shall not exceed 30% of the total amount of this offering, that is, in principle, the maximum underwriting amount is 63 million yuan. When the actual underwriting proportion exceeds 30% of the total amount of this offering, the sponsor (lead underwriter) will start the internal underwriting risk assessment process to decide whether to suspend this offering.
Issued to:
(1) Priority placement to the original shareholders of the issuer: all shareholders of the issuer registered after the closing of the stock market on the equity registration date (December 27, 2021, t-1).
(2) Online issuance: social public investors holding securities accounts of Shenzhen Stock Exchange, including natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations (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; 0 abstention.
8、 Placement arrangements to original shareholders
The convertible corporate bonds issued this time shall be placed preferentially to the original shareholders of the company, and the original shareholders have the right to waive the placing right. The number of convertible bonds that can be preferentially placed by the original shareholders is the number of A-Shares of the issuer registered after the closing of the stock market on the equity registration date (December 27, 2021, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds with a face value of RMB 4.0407 per share, and converted into a number of convertible bonds at the proportion of RMB 100 per piece, each of which is an application unit.
Voting result: 7 affirmative votes; No negative votes; No abstentions.
See http://www.cninfo.com.cn for details such as the independent opinions of the independent directors on this proposal（ http://www.cn.info.com..cn. ）。
（2） The proposal on issuing convertible corporate bonds to unspecified objects for listing was deliberated and adopted. The company received the reply on Approving the registration of Zhejiangtailin Bioengineering Co.Ltd(300813) issuing convertible corporate bonds to unspecified objects from China Securities Regulatory Commission on July 2, 2021 (CSRC license [2021]) No. 2258), according to the authorization of the company’s first extraordinary general meeting in 2021, the board of directors of the company will handle the matters related to the listing of convertible corporate bonds in Shenzhen Stock Exchange after the issuance of convertible corporate bonds, and authorize the chairman and his authorized personnel to handle specific matters.
See http://www.cninfo.com.cn for details such as the independent opinions of the independent directors on this proposal（ http://www.cn.info.com..cn. ）。
Voting result: 7 affirmative votes; No negative votes; No abstentions.
（3） The proposal on issuing convertible corporate bonds to unspecified objects, opening a special account for raised funds and signing a supervision agreement for raised funds was deliberated and adopted
In order to standardize the deposit, use and management of the funds raised by the company’s issuance of convertible corporate bonds to unspecified objects, improve the efficiency and efficiency of fund use, and protect the rights and interests of investors, according to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the funds raised by listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem According to the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the company’s management system for raised funds, the company will open a special account for raised funds for the special storage and use of the funds raised by convertible corporate bonds.
In accordance with the relevant provisions of the above documents, the company will sign a tripartite supervision agreement on the raised funds with the sponsor and the corresponding bank to open an account as soon as possible to supervise the deposit and use of the raised funds.
See http://www.cninfo.com.cn for details such as the independent opinions of the independent directors on this proposal（ http://www.cn.info.com..cn. ）。
Voting result: 7 affirmative votes; No negative votes; No abstentions.
3、 Documents for future reference
1. Resolutions of the fourth meeting of the third board of directors;
2. Other documents required by SZSE.
It is hereby announced.
Zhejiangtailin Bioengineering Co.Ltd(300813) board of directors December 23, 2021
