Securities code: 603055 securities abbreviation: Zhe Jiang Taihua New Material Co.Ltd(603055) Announcement No.: 2021-105 Zhe Jiang Taihua New Material Co.Ltd(603055)
Announcement on resolutions of the 13th meeting of the 4th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
1、 Convening of board meeting
Zhe Jiang Taihua New Material Co.Ltd(603055) (hereinafter referred to as “company” or ” Zhe Jiang Taihua New Material Co.Ltd(603055) “) ）The 13th meeting of the 4th board of directors was held in the company’s conference room on December 24, 2021 in the form of on-site combined with communication. The meeting notice was sent by e-mail, personal delivery, fax, telephone notice, etc. on December 20, 2021. There are 9 directors present at the meeting, and 9 directors actually present. All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Shi Qingdao, chairman of the board. The convening and procedures of the meeting shall comply with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
After effective voting, the following proposals were considered and adopted:
(i) The proposal on further clarifying the company’s plan for public issuance of convertible corporate bonds was deliberated and adopted one by one
On June 21, 2021, the company obtained the reply on approving Zhe Jiang Taihua New Material Co.Ltd(603055) public issuance of convertible corporate bonds (zjxk [2021] No. 2109) issued by China Securities Regulatory Commission, which approved the company to issue convertible corporate bonds with a total face value of 600 million yuan to the public for a period of 6 years. According to the authorization of the company’s first extraordinary general meeting in 2021, in accordance with the requirements of the securities regulatory authorities and in combination with the company’s actual situation and market conditions, the specific scheme for the company’s public issuance of convertible corporate bonds is further defined as follows:
1. Issuance scale and quantity
The total amount of funds raised by the proposed issuance of convertible bonds is RMB 600 million, and the number of issuance is 6000000 pieces and 600000 hands.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Coupon rate
0.3% in the first year, 0.5% in the second year, 1.0% in the third year, 1.5% in the fourth year, 1.8% in the fifth year and 2.0% in the sixth year.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 16.87 yuan / share, Not less than the average trading price of the company’s shares on the 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 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.
The average trading price of the company’s A-Shares in the first 20 trading days = the total trading volume of the company’s A-Shares in the first 20 trading days / the total trading volume of the company’s A-Shares in the last 20 trading days.
The average trading price of the company’s A-Shares on the previous trading day = the total trading volume of the company’s A-Shares on the previous trading day / the total trading volume of the company’s A-Shares on that day.
Voting results: 9 in favor, 0 against and 0 abstention.
4. Maturity redemption clause
Within five trading days after the maturity of the convertible bonds issued this time, the company will redeem the convertible corporate bonds that have not been converted into shares at the price of 112% of the face value of the bonds (including the last interest).
Voting results: 9 in favor, 0 against and 0 abstention.
5. Distribution method and object
(1) Distribution mode
The convertible bonds issued this time shall be placed preferentially to the original shareholders registered by CSDCC Shanghai branch after the closing of the market on the equity registration date (December 28, 2021, t-1), and the balance after the priority placement of the original shareholders (including the part where the original shareholders give up the priority placement) shall be sold online to the public investors through the trading system of Shanghai Stock Exchange, and the balance shall be underwritten by the sponsor (lead underwriter).
(2) Distribution object
① Preferential 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 28, T-1, 2021) announced in the issuance announcement. If the number of share capital that the company can participate in the placement changes by the equity registration date (December 28, T-1, 2021), the company will make a reservation on the starting date of subscription (December 29, 2021, t day) disclose the announcement on the adjustment of the placing proportion of the original shareholders of convertible bond issuance.
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 account of the sponsor (lead underwriter) of this offering shall not participate in online subscription.
Voting results: 9 in favor, 0 against and 0 abstention.
6. Placement arrangements to original shareholders
The number of Taiwan 21 convertible bonds that the original shareholders can give priority to placing is the number of shares they hold Zhe Jiang Taihua New Material Co.Ltd(603055) registered after the closing of the stock market on the equity registration date (December 28, 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 0.691 per share, and then converted into the number of hands at the proportion of RMB 1000 / hand, each hand (10) are one subscription unit, i.e. placing 0.000691 convertible bonds per share.
The issuer has a total share capital of 868873216 shares. Excluding 894188 treasury shares in the special account repurchased by the company, the share capital of A-Shares that can participate in the preferential placement of this issuance is 867979028 shares. Calculated according to the preferential placement proportion of this issuance, the maximum amount of convertible bonds that can be subscribed by the original shareholders is 600000.
The preferential subscription of the original shareholders is carried out through the trading system of Shanghai Stock Exchange, The subscription time is the normal trading time of the trading system of Shanghai Stock Exchange on December 29, 2021 (t day), i.e. 9:30-11:30 and 13:00-15:00. If it is overdue, it shall be deemed to have automatically waived the priority placement right. In case of major emergencies affecting the issuance, it shall be postponed to the next trading day. The placement code is “753055”, and the placement is referred to as “Taihua bond distribution”.
Voting results: 9 in favor, 0 against and 0 abstention.
（2） The proposal on the public issuance of convertible corporate bonds and listing of the company was deliberated and adopted
According to the authorization of the company’s first extraordinary general meeting in 2021, it is agreed that the board of directors of the company shall handle the listing, trading, custody, interest payment and conversion of convertible corporate bonds in Shanghai Stock Exchange and China Securities Depository and Clearing Co., Ltd. Shanghai branch after the issuance of convertible corporate bonds, And authorize the company’s management and its authorized designated personnel to handle specific matters.
Voting results: 9 in favor, 0 against and 0 abstention.
（3） The proposal on opening a special account for funds raised by public issuance of convertible corporate bonds and signing a supervision agreement on funds raised was deliberated and adopted
In order to standardize the deposit, use and management of the company’s raised funds and effectively 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 raised funds of listed companies, the stock listing rules of Shanghai Stock Exchange According to the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange and the measures for the administration of raised funds of the company, the company plans to open a special account for raised funds for the special storage and use of the funds raised by the public offering of convertible corporate bonds, In addition, the board of directors of the company authorizes the chairman of the board of directors or his authorized representative to handle matters such as the opening of the special account for raised funds and the signing of the supervision agreement.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Zhe Jiang Taihua New Material Co.Ltd(603055) board of directors
December 27, 2001
