Securities code: 300480 securities abbreviation: Gl Tech Co.Ltd(300480) Gl Tech Co.Ltd(300480)
(No. 10, Changchun Road, high tech Development Zone, Zhengzhou City, Henan Province)
Plan for issuing convertible corporate bonds to unspecified objects December, 2001
Company statement
1. The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents of the plan.
2. After the issuance of convertible corporate bonds to unspecified objects is completed, the company shall be responsible for the changes in the company’s operation and income; The investor shall be responsible for the investment risk arising from the issuance of convertible corporate bonds to unspecified objects.
3. This plan is the explanation of the board of directors of the company on the issuance of convertible corporate bonds to unspecified objects. Any statement to the contrary is untrue.
4. Investors should consult their brokers, lawyers, professional accountants or other professional advisers if they have any questions.
5. The matters described in this plan do not represent the substantive judgment, confirmation, approval or registration of the audit and registration departments on the matters related to the issuance of convertible corporate bonds to unspecified objects. The effectiveness and completion of the matters related to the issuance of convertible corporate bonds to unspecified objects described in this plan need to be approved or registered by the relevant examination and approval authorities.
catalogue
The company declares that 1 catalog 2 I This offering complies with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) Description of conditions for issuing convertible corporate bonds to unspecified objects 3 II. Overview of this offering 3. Financial accounting information and management discussion and Analysis 14 IV. purpose of the raised funds for issuing convertible bonds to unspecified objects 31 v. profit distribution policy and dividend distribution of the company Vi. statement of the board of directors on the refinancing plan of the company in the next 12 months 315 I. explanation that the issuance meets the conditions for issuing convertible corporate bonds to unspecified objects in the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation)
According to the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws, regulations and normative documents, the board of directors ）The actual situation and related matters of the project have been self inspected and demonstrated item by item, It is considered that all conditions of the company meet the relevant provisions of current laws, regulations and normative documents on the issuance of convertible corporate bonds by GEM listed companies to unspecified objects (hereinafter referred to as “convertible bonds”), and are qualified to issue convertible corporate bonds to unspecified objects. II. Overview of this issuance (I) types of securities issued
The type of securities issued this time is convertible corporate bonds that can be converted into company shares. The convertible corporate bonds and future convertible stocks will be listed on the Shenzhen Stock Exchange. （2） Issuance scale
In accordance with the provisions of relevant laws and regulations and in combination with the company’s financial situation and investment plan, the total amount of funds raised by the proposed issuance of convertible corporate bonds shall not exceed RMB 400 million (including RMB 400 million). The specific amount of funds raised shall be determined by the board of directors authorized by the general meeting of shareholders within the above limit. (III) par value and issuance price
The convertible corporate bonds issued this time are issued at face value, and each face value is RMB 100.
（4） Bond term
The term of convertible corporate bonds issued this time is six years from the date of issuance. （5） Bond interest rate
The determination method of the coupon rate of the convertible corporate 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 of the company to negotiate with the sponsor (lead underwriter) before issuance according to national policies, market conditions and specific conditions of the company.
（6） Term and method of repayment of principal and interest
The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and return the principal and interest of the last year when due.
1. Annual interest calculation
Annual interest refers to the current interest enjoyed by the holders of convertible corporate bonds for each full year from the first date of issuance of convertible corporate bonds according to the total face value of convertible corporate bonds held.
The calculation formula of annual interest is: I = B × i：
1: Means the annual interest amount;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time on the registration date of interest paying creditor’s rights in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: The current year’s coupon rate of convertible corporate bonds.
2. Interest payment method
(1) The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of issuance of convertible corporate bonds.
(2) Interest payment date: the interest payment date of each year is the date of each full year from the first day of the issuance of convertible corporate bonds. If the date is a legal holiday or rest day, it will be postponed to the next working day, and no additional interest will be paid during the postponed period. The interest year is between each adjacent two interest payment days.
The ownership of interest and dividends in the year of share conversion shall be determined by the board of directors of the company in accordance with relevant laws and regulations and the provisions of Shenzhen Stock Exchange.
(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. Before the interest payment creditor’s right registration date (including the registration date of interest payment creditor’s rights) for the convertible corporate bonds applied for conversion into the company’s shares, 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 holders of convertible corporate bonds shall be borne by the holders. (7) the term of share conversion
The conversion period of convertible corporate bonds issued this time starts from the first trading day after the expiration of six months from the date of issuance of convertible corporate bonds to the maturity date of convertible corporate bonds. （8） Determination and adjustment of conversion price
1. Determination of initial conversion price
The initial conversion price of the convertible corporate bonds issued this time shall not be 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 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 shall not be lower than the audited net assets per share and par value of shares in the latest period. The specific initial conversion price shall be submitted to the major shareholders of the company The board of directors authorizes the board of directors of the company to negotiate and determine with the sponsor (lead underwriter) according to the specific situation of the market and the company before the issuance.
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.
2. Adjustment method and calculation formula of conversion price
After this issuance, when the company distributes stock dividends, converts to share capital In the case of additional issuance of new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allotment of shares and 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 profits or conversion of 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 is the conversion price before adjustment, n is the ratio of share giving or conversion to share capital, K is the ratio of additional shares or allotment, a is the price of additional shares or allotment, D is the cash dividend per share, and P1 is the conversion price after adjustment.
When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish the announcement of conversion price adjustment on the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment Adjustment method and suspension of share conversion period (if necessary). When the date of share conversion price adjustment is on or after the application date for share conversion of the holders of convertible corporate bonds issued this time and before the registration date of conversion shares, the holder’s application for share conversion shall be executed according to the adjusted share conversion price of the company.
When the company’s share repurchase, merger, division or any other circumstances may change 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 corporate bonds issued this time or the derivative rights and interests converted into shares, the company will, according to the specific circumstances, act in a fair and just manner 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 corporate bonds issued this time. 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 authorities at that time. （9） Downward correction clause of conversion price
1. Correction authority and correction range
During the duration of the convertible corporate bonds issued this time, 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 scheme for the conversion price and submit it to the shareholders’ meeting of the company for voting.
The above scheme can be implemented only after it is approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. When voting at the general meeting of shareholders, shareholders holding convertible corporate bonds issued this time shall withdraw. The revised conversion price shall not be lower than the higher of the average trading price of the company’s shares on the 20 trading days before the convening of the shareholders’ meeting 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 stock par value.
If the conversion price has been adjusted within the above 30 trading days, it shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days.
2. Correction procedure
If the company decides to revise the conversion price downward, the company will publish relevant announcements on the information disclosure newspapers and Internet websites designated by the CSRC, Announcement of the scope of amendment, the date of equity registration and the period of suspension of share conversion (if necessary). From the first trading day after the date of equity registration (i.e. the date of correction of the conversion price), resume the conversion application and execute the revised conversion price. If the date of correction of the conversion price is on or after the conversion application date and before the registration date of the conversion shares, such conversion application shall be executed according to the revised conversion price. (10) the determination method of the number of Conversion Shares and the treatment method of the amount of less than one share at the time of conversion
When the holders of convertible corporate bonds issued this time apply for share conversion during the share conversion period, the calculation method 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 refers to the number of convertible bondholders applying for share conversion; V refers to the total face value of convertible corporate bonds applied for share conversion by convertible bondholders; P refers to the conversion price effective on the date of application for conversion.
The shares to be converted by the holders of convertible corporate bonds shall be integral shares. If the balance of convertible corporate bonds is less than one share at the time of share conversion, the company will, in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments, cash the balance of convertible corporate bonds and the current accrued interest corresponding to the balance within five trading days after the date of share conversion of convertible corporate bondholders, accurate to 0.01 yuan according to the principle of rounding. （11） Redemption clause
1. 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 into shares. The specific redemption price shall be determined by the board of directors authorized by the general meeting of shareholders through negotiation with the sponsor (lead underwriter) according to the market conditions at the time of issuance.
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 company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted according to the face value of the bonds plus the accrued interest in the current period:
(1) During the conversion period, if the closing price of the company’s shares for at least 15 trading days in any continuous 30 trading days is not less 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
Where: ia refers to the accrued interest of the current period; B refers to the total face value of convertible corporate bonds to be redeemed 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 interest bearing days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest bearing 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 adjustment shall be calculated on the trading day before the adjustment, and the adjusted conversion price and closing price on the trading day after the adjustment. （12） Resale clause
1. Conditional resale clause
In the last two interest bearing years of the convertible corporate bonds issued this time, if the closing price of the company’s shares on any consecutive 30 trading days is lower than 70% of the current conversion price, the convertible corporate bond holders have the right to resell all or part of the convertible corporate bonds held by them to the company at the price of face value plus the current accrued interest.
If the conversion price has occurred within the above trading days, due to the distribution of stock dividends, conversion of share capital Additional issuance of new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allotment of shares and distribution of cash dividends, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment, and according to the conversion price and closing price after the adjustment on the trading day after the adjustment. In case of downward correction of the conversion price, it shall be calculated as above Say “Thirty consecutive deliveries”
