Securities code: 300480 securities abbreviation: Gl Tech Co.Ltd(300480) Announcement No.: 2021-067
Announcement on resolutions of the 19th meeting of the 4th board of directors
1、 Convening of board meeting
Gl Tech Co.Ltd(300480) (hereinafter referred to as “the company”) ）The 19th meeting of the 4th board of directors was held by means of communication voting at 9 a.m. on December 24, 2021. The notice of the meeting was sent to all directors by mail and in writing on December 20, 2021. There are 9 directors who should participate in the voting of the board of directors, and 9 directors actually participate in the voting. The meeting is presided over by Zhao Tongyu, chairman of the board of directors. Cao Wei, Secretary of the board of directors and head of finance, and Wang Xinya, deputy general manager, attended the meeting as nonvoting delegates. The convening of the board of directors complies with the provisions of the company law and other laws, regulations, rules and the articles of association.
2、 Deliberations of the board meeting
(i) The proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects was deliberated and adopted
In order to optimize the company’s business structure and improve the company’s comprehensive competitiveness, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) issued by the China Securities Regulatory Commission According to the provisions of relevant laws, regulations and normative documents, the company has conducted self-examination item by item in combination with its actual situation, and believes that all conditions of the company comply with the relevant provisions of current laws, regulations and normative documents on issuing convertible corporate bonds to unspecified objects, and the company is qualified and qualified to issue convertible corporate bonds to unspecified objects.
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（2） The proposal on the issuance scheme of convertible corporate bonds issued by the company to unspecified objects was deliberated and adopted one by one
The meeting deliberated and adopted the proposal on the issuance scheme of convertible corporate bonds issued by the company to unspecified objects one by one. The specific contents and voting are as follows:
1. 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.
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
2. Issuance scale
According to 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.
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
3. Face value and issue price
The convertible corporate bonds issued this time are issued at face value, and each face value is RMB 100.
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
4. Bond term
The term of convertible corporate bonds issued this time is six years from the date of issuance.
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
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.
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
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 date of issuance of convertible corporate bonds. If the day is a legal holiday or rest day, it shall be postponed to the next working day without additional interest. Every two adjacent interest payment days is an interest year.
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. For the convertible corporate bonds applied for conversion into the company’s shares before the interest payment creditor’s rights registration date (including the interest payment creditor’s rights registration date), 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.
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
7. Conversion period
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.
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
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 increased share capital, issues additional new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allots shares and distributes 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 dividends or conversion to 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. Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
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 correction date of share conversion price), resume the share conversion application and execute the revised share conversion price. If the correction date of share conversion price is on or after the share conversion application date and before the registration date of conversion shares, such share conversion application shall be executed according to the revised share conversion price.
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
10. How to determine the number of shares to be converted and how to deal with 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.
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
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, i.e. 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 conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment.
Voting results: 9 in favor, 0 against and 0 abstention, which was adopted.
12. Resale clause
(1) Conditional resale clause
In the convertible public offering
