Securities code: Gui Zhou Tyre Co.Ltd(000589) securities abbreviation: Gui Zhou Tyre Co.Ltd(000589) Gui Zhou Tyre Co.Ltd(000589)
Plan for public issuance of convertible corporate bonds
(Second Revision)
March, 2002
Company statement
The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
After the public issuance of convertible corporate bonds is completed, the company shall be responsible for the changes in the company’s operation and income; The investment risk caused by this public offering of convertible corporate bonds shall be borne by the investors themselves.
This plan is the explanation of the board of directors of the company on the public issuance of convertible corporate bonds, and any statement to the contrary is untrue.
Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
The matters described in this plan do not represent the substantive judgment, confirmation or approval of the examination and approval authority on the matters related to the public issuance of convertible corporate bonds. The effectiveness and completion of the matters related to the public issuance of convertible corporate bonds described in this plan have yet to be approved or approved by the relevant examination and approval authority.
Important tips
1. The way of this public offering of Securities: the total public offering of convertible corporate bonds shall not exceed RMB 180 million (including RMB 180 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.
2. Whether related parties participate in this issuance: the issuance of convertible corporate bonds gives priority to the original shareholders of the company. The specific priority placement quantity and proportion shall be submitted to the general meeting of shareholders to authorize the board of directors to determine according to the market conditions before the issuance, and shall be disclosed in the issuance announcement of this issuance.
catalogue
The company declares that 2 important tips 3 interpretation 6 I. explanation that this offering meets the conditions for public offering of securities in the measures for the administration of securities issuance of listed companies 7 II. Overview of this offering 7 (I) types of securities issued this time 7 (II) issuance scale 7 (III) face value and issue price 7 (IV) bond term 7 (V) bond interest rate 7 (VI) term and method of interest payment 7 (VII) term of share conversion 8 (VIII) determination method of the number of shares converted 8 (IX) determination and adjustment of share conversion price Downward price correction clause (x) 9 10 (XI) redemption terms 10 (XII) resale terms 12 (XIII) ownership of relevant dividends in the year of share conversion 13 (XIV) issuance method and object 13 (XV) placement arrangement to the original shareholders 13 (XVI) matters related to bondholders and bondholders’ meetings 13 (XVII) purpose and implementation method of the raised funds 15 (XVIII) deposit of raised funds 16 (XIX) guarantee matters 16 (XX) the validity of this resolution 16 III. financial accounting information and management discussion and Analysis 16 (I) financial statements for the last three years 16 (II) scope and changes of consolidated statements 29 (III) main financial indicators for the last three years 29 (IV) brief analysis of financial situation thirty-one
4、 The purpose of the funds raised by this public offering of convertible corporate bonds 35 v. profit distribution 36 (I) current profit distribution policy of the company 36 (II) profit distribution of the company in the last three years 39 (III) use of undistributed profits 40 (IV) post issuance dividend distribution policy 40 (V) the company’s shareholder return plan for the next three years (20212023) forty
interpretation
In this plan, unless the context otherwise requires, the following words have the following meanings:
Gui Zhou Tyre Co.Ltd(000589) . Company refers to Gui Zhou Tyre Co.Ltd(000589)
Board of directors refers to Gui Zhou Tyre Co.Ltd(000589) board of directors
Board of supervisors refers to Gui Zhou Tyre Co.Ltd(000589) board of supervisors
General meeting of shareholders refers to Gui Zhou Tyre Co.Ltd(000589) general meeting of shareholders
The articles of association refers to the articles of association of Gui Zhou Tyre Co.Ltd(000589) company
This plan refers to the plan for Gui Zhou Tyre Co.Ltd(000589) public issuance of convertible corporate bonds
Convertible bonds refer to convertible corporate bonds
This issuance, this public offering Gui Zhou Tyre Co.Ltd(000589) this public offering of convertible corporate bonds, this public offering of convertible bonds refers to the behavior of corporate bonds
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The prospectus refers to the prospectus for Gui Zhou Tyre Co.Ltd(000589) public issuance of convertible corporate bonds
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
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 report refers to the year 2020 and 2021
The end of each reporting period refers to the end of 2019, 2020 and 2021
The end of the reporting period refers to the end of 2021
The main values in this plan are kept to two decimal places. Due to rounding, the total number may be inconsistent with the sum of the sub item values.
1、 Explanation that this offering meets the conditions for public offering of securities in the measures for the administration of securities issuance of listed companies
According to the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies (revised in 2020), the measures for the administration of convertible corporate bonds and other laws, regulations and normative documents, the company conducted self-examination and demonstration item by item in combination with the actual situation, and considered that all conditions of the company met the current laws The relevant provisions on the public issuance of convertible corporate bonds in regulations and normative documents meet the conditions for the public issuance of 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 (hereinafter referred to as “convertible bonds”) that can be converted into A-share shares of the company. The convertible bonds and A-share shares to be converted in the future will be listed on the Shenzhen Stock Exchange. (II) issuance scale
According to relevant laws and regulations and the current situation of the company, the issuance scale of this convertible bond is no more than RMB 180 million (including RMB 180 million), and the cumulative bond balance after issuance accounts for no more than 40% of the company’s net assets at the end of the latest period. The specific issuance amount shall be submitted to the general meeting of shareholders to authorize the board of directors to determine within the above limit.
(III) face value and issue price
The convertible bonds issued this time are issued at face value, with each face value of RMB 100.
(IV) bond term
In accordance with the provisions of relevant laws and regulations and the implementation schedule of the projects to be invested by the raised funds, combined with the issuance scale of this issuance of convertible bonds and the future operation and financial status of the company, the term of this issuance of convertible bonds is 6 years from the date of issuance.
(V) bond interest rate
The final interest rate can be determined by the board of directors and the underwriter (the underwriter) according to the specific conditions of the issuing market and the final interest rate of the bond before the annual meeting of the company.
(VI) term and method of interest payment
The convertible 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 bonds that have not been converted into the company’s shares at maturity.
1. Annual interest calculation
Annual interest refers to the current interest enjoyed by the holders of convertible bonds for each full year from the first date of issuance of convertible bonds according to the total face value of the convertible bonds held. 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 convertible bonds held by the holders of convertible bonds issued this time 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: The current year coupon rate of convertible bonds.
2. Interest payment method
The convertible 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 convertible bonds issuance.
Interest payment date: the interest payment date of each year is the date of each full year from the first date of issuance of the convertible bonds issued this time. If the day is a legal holiday or rest day, it shall be postponed to the next working day without additional interest. The interest year is between two adjacent interest payment days.
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 paying creditor’s rights (including the registration date of interest paying creditor’s rights), the company will no longer pay the interest of this interest year and subsequent interest years to its holders.
The tax payable on the interest income obtained by the holders of convertible bonds shall be borne by the holders.
(VII) term of share conversion
The conversion period of the convertible bonds issued this time starts from the first trading day after the expiration of six months from the date of the issuance of the convertible bonds to the maturity date of the convertible bonds.
(VIII) determination method of the number of shares converted
When the holders of convertible bonds issued this time apply for share conversion during the share conversion period, the calculation method of the number of shares converted q is: q = V / P, and the integer multiple of 1 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 to be converted by the holders of convertible bonds must be an integral multiple of one share. For the face value balance of convertible bonds that is not enough to be converted into one share at the time of share conversion, the company will, in accordance with the relevant regulations of Shenzhen Stock Exchange and other departments, cash the face value balance of this part of convertible bonds and the corresponding accrued interest of the current period within five trading days after the date of share conversion by the holder of convertible bonds, which shall be accurate to 0.01 yuan according to the principle of rounding.
(IX) determination and adjustment of share conversion price
1. Determination of initial conversion price
The initial conversion price of the convertible bonds issued this time shall not be lower than the average trading price of A-Shares of the company 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 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 determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the market conditions before issuance.
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.
2. Adjustment method and calculation formula of conversion price
After this issuance, if the company distributes bonus shares, converts to increased share capital, issues new shares (excluding the increased share capital due to the conversion of convertible bonds into shares), issues shares and distributes cash dividends, the conversion price shall be adjusted accordingly. The specific adjustment formula of share conversion price is as follows:
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 refers to the transfer price before adjustment, n refers to the share dividend or share capital conversion rate, K refers to the new share price or allotment rate, a refers to the new share price or allotment price, D refers to the cash dividend per share, and P1 refers to the transfer 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 the conversion price adjustment on the media qualified for information disclosure in the securities market, and specify the date of the conversion price adjustment, the adjustment method and the period of suspension of the conversion (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible bonds issued this time and before the registration date of conversion shares, the holder’s application for conversion of shares shall be converted according to the adjusted conversion price of the company
