Securities code: Zhejiang Yonghe Refrigerant Co.Ltd(605020) securities abbreviation: Zhejiang Yonghe Refrigerant Co.Ltd(605020) Announcement No.: 2022016 Zhejiang Yonghe Refrigerant Co.Ltd(605020)
Announcement on the resolution of the 20th meeting of the third 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 this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Zhejiang Yonghe Refrigerant Co.Ltd(605020) (hereinafter referred to as “the company”) the 20th meeting of the third board of directors was held by means of communication on Friday, March 4, 2022. The notice of the meeting was sent to all directors by mail on February 26, 2022. There are 9 directors who should attend the meeting, and 9 actually attended the meeting. The meeting was presided over by the chairman, Mr. Tong Jianguo, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening of this meeting complies with the provisions of the company law and other relevant laws and regulations and the articles of association, and the meeting is legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company meeting the conditions for public issuance of A-share convertible corporate bonds
In accordance with 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 of listed companies and other laws and regulations, and in comparison with the provisions on the qualifications and conditions for public issuance of A-share convertible corporate bonds by listed companies, the board of directors of the company inspected and carefully demonstrated the actual situation and relevant matters of the company one by one, Considering that all conditions of the company meet the relevant provisions on public issuance of A-share convertible corporate bonds in the current laws and regulations and normative documents, and meet the conditions for public issuance of A-share convertible corporate bonds, the company agrees to apply for public issuance of A-share convertible corporate bonds.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions on the matter.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) the proposal on the company’s public offering of A-share convertible corporate bonds was deliberated and approved item by item. The board of directors of the company deliberated and approved the plan for the public offering of convertible corporate bonds item by item. The specific contents and voting results are as follows:
1. 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.
Voting results: 9 in favor, 0 against and 0 abstention.
2. 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.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Face value and issue price
The face value of each convertible bond is 100 yuan, which is issued at face value.
Voting results: 9 in favor, 0 against and 0 abstention.
4. Bond term
The term of this convertible bond is six years from the date of issuance.
Voting results: 9 in favor, 0 against and 0 abstention.
5. 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.
Voting results: 9 in favor, 0 against and 0 abstention.
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 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.
Voting results: 9 in favor, 0 against and 0 abstention.
7. 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.
Voting results: 9 in favor, 0 against and 0 abstention.
8. Determination and adjustment of 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 on the 20 trading days before the announcement date of the prospectus (if the share price is adjusted due to ex right and ex dividend within the 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, The specific initial conversion price shall be submitted to the general meeting of shareholders 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 the specific situation of the market and the company before the 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) Calculation method and conversion price adjustment formula
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.
Voting results: 9 in favor, 0 against and 0 abstention.
9. 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.
Voting results: 9 in favor, 0 against and 0 abstention.
10. 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.
Voting results: 9 in favor, 0 against and 0 abstention.
11. Redemption terms
(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 determined by the board of directors authorized by the general meeting of shareholders and the authorized person of the board of directors through negotiation with the sponsor (lead underwriter) according to the market conditions before this offering.
(2) Conditional redemption clause
During the period of convertible bonds to shares, if any of the following two situations occurs, the company has the right to redeem all or part of the convertible bonds that have not been converted into shares at the price of the face value of the convertible bonds plus the accrued interest in the current period:
1) The closing price of the company’s shares for at least 15 consecutive trading days shall not be lower than 130% (including 130%) of the current conversion price;
2) When the balance of convertible bonds not converted into shares is less than 30 million yuan.
The calculation formula of current accrued interest is: ia = B × i × t/365
Ia: interest accrued in the current period;
B: Refers to the total face value of the convertible bond to be redeemed held by the convertible bond holder;
i: Refers to the coupon rate of this convertible bond in the current year;
t: The number of days from the first day of interest calculation to the last day of interest payment in the calendar year; After the first interest payment date, it refers to the actual calendar days from the last interest payment date to the redemption date of this interest year (counting the beginning but not the end).
The redemption period of this convertible bond is the same as the conversion period, that is, from the first trading day six months after the date of issuance to the maturity date of this convertible bond.
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 adjustment on the trading day before the adjustment day, and according to the adjusted conversion price and closing price on the adjustment day and subsequent trading days.
Voting results: 9 in favor, 0 against and 0 abstention.
12. Resale clause
(1) Additional resale clause
If there is a significant change in the implementation of the use of the raised funds of the convertible bonds compared with the commitments of the company in the prospectus, and the change is recognized by the CSRC as changing the purpose of the raised funds, the holders of the convertible bonds have the right to resell part or all of the convertible bonds held by them to the company at the price of face value plus accrued interest for the current period. Under the above circumstances, the holders of the convertible bonds can carry out the resale within the resale reporting period after the announcement of the company. If the resale is not carried out within the resale reporting period, the resale right will be automatically lost. For the calculation method of current accrued interest, please refer to the relevant contents of Article 11 redemption terms.
(2) Conditional resale clause
In the last two interest bearing years of the convertible bonds, if the closing price of the company’s shares is lower than 70% of the current conversion price for any thirty consecutive trading days, the holders of the convertible bonds have the right to resell all or part of the convertible bonds held by them to the company at face value plus the current accrued interest. If the conversion price has been adjusted 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 bonds issued this time), allotment of shares and distribution of cash dividends during the above trading days, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment date, On the adjustment date and subsequent trading days
