Jiangsu Etern Company Limited(600105) information of the first bondholder meeting in 2021 December 27, 2021
The first bondholders’ meeting in 2021
Site meeting instructions
In order to safeguard the legitimate rights and interests of all bondholders, ensure the normal order and efficiency of the bondholders’ meeting and ensure the smooth progress of the meeting, in accordance with the company law of the people’s Republic of China and the measures for the administration of corporate bond issuance and transaction These instructions are hereby formulated in accordance with the Listing Rules of corporate bonds of Shanghai Stock Exchange, the prospectus for public issuance of convertible corporate bonds and the rules for the meeting of bondholders of convertible companies, and all personnel attending the bondholders’ meeting are expected to comply with them.
1、 A meeting affairs group is set up at the meeting, and the Secretary of the board of directors of the company is responsible for the organization of the meeting and the handling of relevant matters.
2、 During the meeting, all participants shall safeguard the legitimate rights and interests of bondholders, ensure the normal order and efficiency of the meeting, and consciously perform their legal obligations.
3、 In order to ensure the seriousness and normal order of this meeting and earnestly safeguard the legitimate rights and interests of bondholders, Bondholders, their agents (hereinafter referred to as “bondholders”) and relevant personnel attending the meeting are requested to arrive at the venue on time to sign in and confirm their participation qualifications. Bondholders who fail to register on the sign in form within the registration time of the meeting, or who fail to count the number of creditor’s rights announced at the meeting after the formal start of the meeting, will not participate in voting and speak.
4、 Bondholders attending the meeting shall have the right to speak, question and vote according to law, but the company shall make unified arrangements for speaking and answering. During the meeting, if bondholders prepare to speak in advance, they shall first register with the conference affairs group of the meeting. If bondholders temporarily request to speak or raise questions on relevant issues, they shall first apply to the conference affairs group of the meeting and proceed with the permission of the chairman of the meeting.
5、 When speaking at the meeting, bondholders shall focus on the proposals considered at the meeting and be concise and concise, Each bondholder (or the representative of the bondholders) shall not speak more than twice, and each time shall not exceed three minutes. When speaking, the amount and name of the bonds held shall be reported first. The chairman may arrange the company’s directors, supervisors and other senior managers to answer the bondholders’ questions, which have nothing to do with the topics of the bondholders’ meeting, or will disclose the company’s business secrets or may damage the company and bonds The chairman of the meeting or the relevant personnel designated by him shall have the right to refuse to answer questions about the common interests of the bondholders.
6、 Bondholders present at the meeting shall vote by open ballot and shall not speak during voting.
7、 In order to ensure the seriousness and normal order of the bondholders’ meeting and effectively safeguard the legitimate rights and interests of the bondholders attending the meeting, the company has the right to refuse other persons to enter the meeting place according to law, except the bondholders and their clients, the company’s directors, supervisors, senior managers, the company’s appointed witness lawyers and the persons invited by the board of directors.
8、 The witness lawyer of this bondholder meeting is a practicing lawyer of Shanghai Xieli (Suzhou) law firm.
9、 In order to ensure the order of the venue, please turn off your mobile phone or adjust to the vibration state after entering the venue. Personal recording, photographing and video recording are not allowed. Please do not make any noise in the venue. The staff shall have the right to stop any act that interferes with the normal order of the meeting, causes trouble and infringes upon the legitimate rights and interests of other bondholders, and report to the relevant departments for investigation and punishment in a timely manner.
Jiangsu Etern Company Limited(600105)
Agenda of the first bondholders’ meeting in 2021
On site meeting time: 14:00 on December 27, 2021
Meeting place: conference room on the second floor of Jiangsu Etern Company Limited(600105) headquarters building, No. 1, Jiangsu Road, FenHu economic and Technological Development Zone, Wujiang District, Suzhou City, Jiangsu Province. Meeting convener: the meeting of the board of directors of the company and voting method: the meeting is held in a combination of communication and on-site, and the voting is by open ballot. 1、 The chairman of the meeting announced the beginning of the first bondholders’ meeting in 2021; 2、 The chairman of the meeting announced the number of bondholders and their agents attending the first bondholders’ meeting in 2021, the number of current convertible bonds with voting rights represented by bondholders and their agents, and the proportion of current convertible bonds with voting rights represented by bondholders and their agents attending the meeting in the total number of current convertible bonds of the company; At the same time, announce other personnel participating in the on-site meeting; 3、 The chairman of the meeting introduced the proposals considered at the meeting; 1. Proposal on terminating the investment projects with raised funds and permanently replenishing the remaining raised funds with working capital; 4、 Answer the questions raised by bondholders and their agents in response to the proposals deliberated at the meeting; 5、 Bondholders and their proxies shall deliberate and vote on the above proposals; 6、 Adjourn the meeting and count the voting; 7、 The chairman of the meeting read out the voting results of the on-site meeting; 8、 The chairman of the meeting read out the resolutions of the bondholders’ meeting; 9、 The witness lawyer shall read out the witness opinions issued for the bondholders’ meeting; 10、 The moderator declared the meeting closed.
Jiangsu Etern Company Limited(600105)
On terminating the investment project with raised funds and transferring the remaining raised funds
Proposal on permanent replenishment of working capital
Dear bondholders and bondholders’ representatives
1、 Basic information of raised funds
According to the reply on approving Jiangsu Etern Company Limited(600105) public issuance of convertible corporate bonds issued by China Securities Regulatory Commission (CSRC license [2019] No. 312), the company publicly issued 9.8 million convertible corporate bonds with a face value of 100 yuan each, and the total amount of funds raised was 98 million yuan. After deducting various issuance expenses, the net amount of funds raised was 96.32381 million yuan. The above raised funds have been verified by Tianjian Certified Public Accountants (special general partnership) in the verification report (tjy [2019] No. 6-17) issued on April 22, 2019. The company has carried out special account storage management for the raised funds in accordance with the regulations. After the raised funds are received, they have been deposited in the special account for raised funds, and signed with the sponsor and the deposit bank Tripartite supervision agreement on raised funds.
2、 Use of raised funds
(i) Advance investment and replacement of investment projects with raised funds
The company held the 12th meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors on April 26, 2019, and respectively deliberated and adopted the proposal on using raised funds to replace self raised funds for projects invested with raised funds in the early stage, It is agreed that the company will use the raised funds to replace the self raised funds of 264.4467 million yuan that have been invested in the investment project with raised funds in the early stage (the project with an annual output of 600 tons of optical fiber preform). The replacement has been verified by Tianjian Certified Public Accountants (special general partnership) and issued the assurance report on Jiangsu Etern Company Limited(600105) pre invested projects with self raised funds (tianjianshen [2019] No. 6-169), the sponsor Huaxi Securities Co.Ltd(002926) Co., Ltd. issued special verification opinions on the self raised funds of the company’s pre invested raised investment project with the raised funds. The company has completed the replacement of the early investment of the raised capital investment project on April 30, 2019.
（2） Project investment of raised funds
Unit: 10000 yuan
No. project name total committed investment of raised funds cumulative investment amount as of November 30, 2021
1. 600 t / a optical fiber preform project 80323.8151892.10
2 optical fiber project with an annual output of 10 million core kilometers 16000.00-
Total 96323.8151892.10
（3） Temporary replenishment of working capital with some idle raised funds
On August 3, 2021, the sixth extraordinary meeting of the ninth board of directors in 2021 and the fourth extraordinary meeting of the ninth board of supervisors in 2021 respectively deliberated and adopted the proposal on the company’s continued use of some idle raised funds to temporarily supplement working capital, It is decided to continue to use the raised funds of no more than 45 million yuan (including 45 million yuan) to supplement the working capital temporarily, and the period shall not exceed 12 months from the date of deliberation and approval by the board of directors. The independent directors and the board of supervisors of the company have issued written opinions on the proposal, and the recommendation institution has issued special audit opinions. The decision-making procedures in this matter are legal and compliant and meet the regulatory requirements.
（4） Cash management of idle raised funds
The fourth meeting of the ninth board of directors held on April 24, 2020 and the 2019 annual general meeting of shareholders held on May 28, 2020 considered and approved the proposal on using part of idle raised funds and self owned funds to purchase financial products, and agreed that the total amount of idle raised funds used by the company shall not exceed 450 million yuan (including this amount) and the purchase period shall not exceed 1 year Principal guaranteed financial products (including 1 year). The above amount of funds can be used on a rolling basis within the validity period of the resolution, which is within 12 months from the date of adoption of the resolution of the 2019 annual general meeting of shareholders.
The eighth meeting of the ninth board of directors held on April 16, 2021 and the 2020 annual general meeting of shareholders held on May 21, 2021 considered and adopted the proposal on using some idle raised funds and self owned funds to purchase financial products. It is agreed that the company shall use the total amount of idle raised funds not exceeding 200 million yuan (including principal) to purchase principal guaranteed financial products for a maximum period of not more than 1 year (including 1 year). The above amount of funds can be used in a rolling manner within the validity period of the resolution, and the validity period is 12 months from the date of adoption of the resolution of the 2020 annual general meeting of shareholders.
As of the date of disclosure of this announcement, the company has not used idle raised funds for cash management.
3、 Reasons for the company’s termination of investment projects with raised funds
The company plans to terminate the implementation of “600 ton optical fiber preform project (phase II 300 ton optical fiber preform project)” and “10 million core km optical fiber project”, as follows:
(i) 600 t / a optical fiber preform project (phase II 300 t optical fiber preform project)
1. The price of optical fiber is far lower than expected, and the price of optical fiber preform is seriously constrained
Since the second half of 2018, as the construction of 4G network and FTTx has gradually come to an end, 5g network has not started construction on a large scale, the demand for optical cables of telecom operators has declined for two consecutive years, and the industry has generally shifted from short supply to oversupply. After the centralized purchase of ordinary optical cables by China Mobile in 2019, the demand and price have been “halved”, The average bid winning price of manufacturers in the industry has decreased by more than 40% compared with the previous time. The operating revenue, product interest rate and operating profit of major optical fiber and cable manufacturers have declined to varying degrees. The bidding price of optical fiber in 2020 will be further “halved”. The price of optical fiber has dropped from about 80 yuan / km in the previous two years to about 20 yuan / km, which is lower than the production cost line of most optical fiber and cable manufacturers. Although the optical fiber price rebounded in the second half of 2021, it is still in a state of small profit or even loss for most manufacturers.
Optical fiber preform is the upstream raw material of optical fiber. The price of optical fiber largely determines the market price of optical fiber preform. For the newly-built optical fiber preform manufacturers, due to the huge investment amount of the project, the continuously depressed optical fiber preform price will make the risk of loss of the project higher.
2. The raw materials of optical fiber preform increased significantly, and the material cost increased
Since 2021, various raw and auxiliary materials of optical fiber preform have increased significantly, especially SiCl4 (tetrachlorosilane), the main raw material of optical fiber preform, the price has increased from about 6 yuan / kg to about 30 yuan / kg, and the cost of optical fiber preform has increased sharply. However, the price increase of optical fiber preform products in 2021 is limited, and major manufacturers are still in a difficult situation of operation.
3. Overcapacity of optical fiber preform in China
According to the 2017 CRU report, the global supply of optical fiber preforms was tight in 2017. The demand for optical fiber preforms in the Chinese market was about 9000 tons, the supply was about 7600 tons, and the self-sufficiency gap rate reached 16%; At the same time, the company had an optical fiber production capacity of 10 million core kilometers in 2017. According to the standard of pulling 33000 core kilometers of optical fiber per ton of optical fiber preform, the company’s demand for optical fiber preform is about 300 tons. Therefore, in 2018, the company launched the optical fiber preform project, which is divided into two phases. The first phase is 300 tons, mainly to meet the company’s own production demand, and the second phase is mainly used to meet its own production expansion needs and market demand.
The bidding price of optical fiber in 2020 will be further “cut by half”. The price of optical fiber has decreased from about 80 yuan / km in the previous two years to about 20 yuan / km, which is lower than the production cost line of most optical fiber and cable manufacturers. Due to the continuous downturn in the price of optical fiber, most manufacturers are in a state of small profits or even losses. In addition, the number of centralized procurement of the three operators has also decreased in the past two years, resulting in a sharp reduction in the market demand for optical fiber. The optical fiber preform is mainly used for the production of optical fiber. The sharp reduction in the demand for optical fiber leads to the reduction of the market demand for China’s optical fiber preform, resulting in an oversupply of optical fiber preform production capacity.
So far, Yongding phase I 300 ton light rod project has been basically completed, civil engineering and related construction have been completed, all purchased equipment have been in place, installation and commissioning have been completed, and ignition conditions are available. Process commissioning and trial production shall be carried out after the isolation period of foreign equipment suppliers expires
