Stock Code: Zhejiang Yonghe Refrigerant Co.Ltd(605020) stock abbreviation: Zhejiang Yonghe Refrigerant Co.Ltd(605020) Zhejiang Yonghe Refrigerant Co.Ltd(605020)
Plan for public issuance of A-share convertible corporate bonds
March, 2002
Issuer statement
1. The company and all members of the board of directors guarantee that the contents of the announcement 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 completion of this public offering of A-share convertible corporate bonds, the company shall be responsible for the changes in the company’s operation and income; The investment risk caused by this public offering of A-share convertible corporate bonds shall be borne by the investors themselves.
3. This plan is the explanation of the board of directors of the company on the public issuance of A-share convertible corporate bonds. 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 mentioned in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on matters related to the public offering of A-share convertible corporate bonds. The effectiveness and completion of the matters related to the public issuance of A-share convertible corporate bonds described in this plan have yet to be deliberated and approved by the general meeting of shareholders of the company and approved or approved by relevant examination and approval authorities.
catalogue
interpretation…… 3 I. description of this issuance meeting the conditions for public issuance of A-share convertible corporate bonds 4 II. Overview of this offering 4 III. financial accounting information and management discussion and Analysis 14 IV. purpose of the raised funds of this public offering of A-share convertible corporate bonds 28 v. profit distribution of the company twenty-nine
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following specific meanings: Zhejiang Yonghe Refrigerant Co.Ltd(605020) , listing
Company, company, issuing instruction Zhejiang Yonghe Refrigerant Co.Ltd(605020)
pedestrian
Shao wuyonghe refers to Shao wuyonghe Jintang New Material Co., Ltd., a wholly-owned subsidiary of the issuer
This issuance refers to the public issuance of A-share convertible corporate bonds
Convertible bonds refer to convertible corporate bonds that can be converted into company shares
General meeting of shareholders means Zhejiang Yonghe Refrigerant Co.Ltd(605020) general meeting of shareholders
Board of directors refers to Zhejiang Yonghe Refrigerant Co.Ltd(605020) board of directors
Board of supervisors refers to Zhejiang Yonghe Refrigerant Co.Ltd(605020) board of supervisors
The articles of association refers to the Zhejiang Yonghe Refrigerant Co.Ltd(605020) articles of association
China Securities Regulatory Commission and China Securities Regulatory Commission
Supervisory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Securities registration authority refers to Shanghai Branch of China Securities Depository and Clearing Co., Ltd
A shares refer to ordinary shares issued to domestic investors, listed on domestic stock exchanges, marked with the par value of shares in RMB, subscribed and traded in RMB with the approval of China Securities Regulatory Commission
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for the issuance of securities by listed companies
Trading day refers to the normal trading day of Shanghai Stock Exchange
Legal holidays or holidays are legal and government specified holidays or rest days of the people’s Republic of China (excluding Hong Kong interest days, which refer to legal holidays and / or rest days in the Special Administrative Region, Macao Special Administrative Region and Taiwan)
The most recent three-year period refers to 2018, 2019, 2020 and January September 2021
Reporting period
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
The financial data and financial indicators quoted in this plan, unless otherwise specified, refer to the financial data in the consolidated statement and the financial indicators calculated according to the financial data in the consolidated statement. In this plan, the difference in mantissa between the sum of partial totals and the direct addition of each addend is caused by rounding.
1、 Description of this issuance meeting the conditions for public issuance of A-share convertible corporate bonds
According to the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies, the measures for the administration of convertible corporate bonds and other relevant laws and regulations, the company, after comparing the provisions on the qualifications and conditions for public issuance of convertible corporate bonds by listed companies and conducting self-examination item by item, considers that the company meets the relevant provisions on public issuance of A-share convertible corporate bonds, Have the qualifications and conditions for public issuance of A-share convertible corporate bonds. 2、 Overview of this offering
(I) types of securities issued this time
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. The convertible corporate bonds and A-share shares to be converted in the future will be listed on the Shanghai Stock Exchange.
(II) issuance scale
The total amount of A-share convertible corporate bonds issued this time shall not exceed RMB 800 million (including RMB 800 million). The specific issuance scale shall be determined by the board of directors and authorized persons of the board of directors authorized by the general meeting of shareholders within the above limit.
(III) face value and issue price
The face value of each convertible bond is 100 yuan, which is issued at face value.
(IV) bond term
The term of this convertible bond is six years from the date of issuance.
(V) bond interest rate
The determination method of the coupon rate of this convertible bond 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 and the authorized person of the board of directors to negotiate and determine with the sponsor (lead underwriter) according to national policies, market conditions and specific conditions of the company before issuance.
(VI) 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 last year’s interest of all convertible corporate bonds that have not been converted into shares at maturity.
1. Interest calculation in interest year
The interest in the interest bearing year (hereinafter referred to as “annual interest”) refers to the current interest that the holder of this convertible bond can enjoy for each full year from the first day of this convertible bond issuance according to the total face value of this convertible bond.
The calculation formula of annual interest is: I = B × i
1: Refers to the annual interest amount;
B: Refers to the total face value of this convertible bond held by the holder of this convertible bond on the registration date of interest payment creditor’s rights in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: Refers to the coupon rate of this convertible bond in the current year.
2. Interest payment method
(1) This convertible bond adopts the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of this convertible bond issuance.
(2) Interest payment date: the interest payment date of each year is the date of each full year from the first date of this convertible bond issuance. If the day is a legal holiday or rest day, it shall be postponed to the next trading day without additional interest. The interest year is between two adjacent interest payment days.
(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 bonds applied for conversion into the company’s shares before the registration date of interest payment creditor’s rights (including the registration date of interest payment creditor’s rights), 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 convertible bond holder shall be borne by the holder.
(VII) term of share conversion
The convertible bond to equity period starts from the first trading day six months after the end of the issuance of the convertible bond to the maturity date of the convertible bond.
(VIII) determination and adjustment of share conversion price
1. Determination basis of initial conversion price
The initial conversion price of this convertible bond shall not be lower than the average trading price of the company’s A-Shares 20 trading days before the announcement date of the prospectus (if the share price is adjusted due to ex right and ex dividend within these 20 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 A-Shares on the previous trading day, and the specific initial conversion price shall be submitted to the general meeting of shareholders to authorize the company’s board of directors and the authorized person of the board of directors to negotiate and determine with the sponsor (lead underwriter) according to the specific situation of the market and the company before issuance.
Average trading price of the company’s shares in the first 20 trading days = total trading volume of the company’s shares in the first 20 trading days / total trading volume of the company’s shares in the last 20 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 the issuance of convertible bonds, when the company changes its shares and distributes cash dividends due to the distribution of stock dividends, conversion of share capital, issuance of new shares (excluding the increased share capital due to the conversion of convertible bonds), allotment of shares and other circumstances, the conversion price will be adjusted according to the following formula (retain two decimal places and round the last one):
P1 / (share capital increase or dividend transfer: P1 + 1)
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 an announcement on the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment, adjustment method and suspension period (if necessary). When the adjustment date of the conversion price is on or after the application date of the convertible bond holder and before the registration date of the conversion of shares, the holder’s application for conversion of shares shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, merger, division or any other circumstances, which may change the class, quantity and / or shareholders’ equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible bonds or the derivative rights and interests of convertible bonds, the company will, according to the specific circumstances, follow the principles of fairness, impartiality 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 bonds. 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 department at that time.
(IX) downward correction clause of share conversion price
1. Correction authority and correction range
During the duration of this convertible bond, when the closing price of the company’s shares is lower than 80% 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 plan for the conversion price and submit it to the general meeting of shareholders of the company for deliberation and voting. 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. The above plan can be implemented only after more than two-thirds of the voting rights held by the shareholders attending the meeting are approved. When voting at the general meeting of shareholders, the shareholders holding the convertible bonds shall withdraw. The revised conversion price shall not be lower than the average trading price of the company’s shares 20 trading days before the convening date of the general meeting of shareholders and the average trading price of the company’s shares on the previous trading day, and the revised price shall not be lower than the audited net asset value per share and the par value of the shares in the latest period.
2. Correction procedure
If the company’s general meeting of shareholders deliberates and approves the downward revision of the conversion price, the company will publish the announcement of the resolution of the general meeting of shareholders on the information disclosure media of listed companies designated by the CSRC, announcing the revision range, equity registration date and the period of suspension of conversion (if necessary). From the first trading day after the equity registration date (i.e. the correction date of share conversion price), the application for share conversion shall be resumed and the revised share conversion price shall be implemented. If the correction date of share conversion price is on or after the application date of share conversion and before the registration date of share conversion, such share conversion application shall be executed according to the corrected share conversion price.
(x) method for determining the number of converted shares
When the convertible bond holder applies 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: V refers to the total face value of convertible bonds applied for share conversion by the holders of convertible bonds; P is the effective conversion price on the date of application for conversion.
The shares applied for conversion by the holders of convertible bonds must be integer shares. If the convertible bond balance is insufficient to be converted into one share at the time of share conversion, the company will cash the convertible bond balance that is insufficient to be converted into one share within five trading days after the date of share conversion of the convertible bond holder in accordance with the relevant provisions of Shanghai Stock Exchange, securities registration authority and other departments. The payment of the current accrued interest corresponding to the balance of the convertible bond converted into one share (for the calculation method of the current accrued interest, see the relevant contents of the redemption terms in article (11)) will be handled in accordance with the relevant provisions of the securities registration authority and other departments.
（11） Redemption clause
1. Maturity redemption clause
Within five trading days after the expiration of this convertible bond, the company will redeem all the convertible corporate bonds that have not been converted into shares. The specific redemption price shall be authorized by the general meeting of shareholders to the board of directors and directors
