Securities code: Guangdong Huiyun Titanium Industry Co.Ltd(300891) securities abbreviation: Guangdong Huiyun Titanium Industry Co.Ltd(300891) Announcement No.: 2022008 Guangdong Huiyun Titanium Industry Co.Ltd(300891) plan for issuing convertible corporate bonds to unspecified objects (Revised Version)
March, 2002
catalogue
The issuer declares that 3 I. The issuance complies with the instructions in laws, regulations and normative documents on the conditions for GEM listed companies to issue securities to unspecified objects 4 II. Overview of this offering 4 (I) types of securities issued this time 4 (II) issuance scale 4 (III) face value and issue price 4 (IV) bond term 4 (V) bond interest rate 4 (VI) term and method of repayment of principal and interest 4 (VII) term of share conversion 5 (VIII) determination and adjustment of share conversion price 5 (IX) downward correction clause of share conversion price 6 (x) method for determining the number of shares converted into shares 7 (XI) redemption terms 7 (XII) resale terms 8 (XIII) ownership of relevant dividends in the year of share conversion 9 (XIV) issuance method and object 9 (XV) arrangement of placing to the original shareholders 9 (XVI) matters related to bondholders’ meeting 10 (XVII) purpose of the raised funds 10 (XVIII) rating matters 10 (XIX) guarantee matters 10 (XX) deposit of raised funds 10 (XXI) the validity period of this issuance plan 10 III. financial accounting information and management discussion and Analysis 11 (I) balance sheet, income statement, cash flow statement of the last three years and the first period 11 (II) scope and changes of consolidated financial statements nineteen
(III) main financial indicators of the company in the last three years and the first period 20 (IV) management discussion and Analysis 21 IV. purpose of the funds raised by issuing convertible corporate bonds to unspecified objects 24 v. profit distribution of the company 25 (I) current profit distribution policy of the company 25 (II) profit distribution after the listing of the company Vi. statement of the board of directors on the refinancing plan of the company in the next 12 months twenty-nine
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 issuance of convertible corporate bonds to unspecified objects is completed, the company shall be responsible for the changes in the company’s operation and income; The investment risk caused by the issuance of convertible corporate bonds to unspecified objects shall be borne by the investors themselves.
3. This plan is the explanation of the board of directors of the company on the issuance of convertible corporate bonds to unspecified objects. 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 registration of the audit and registration authority on matters related to the issuance of convertible corporate bonds to unspecified objects. The effectiveness and completion of matters related to the issuance of convertible corporate bonds to unspecified objects described in the plan are yet to be deliberated by the general meeting of shareholders of the company, reviewed by Shenzhen Stock Exchange and reported to China Securities Regulatory Commission for registration.
6. Important tips
Name and method of issuing securities to unspecified objects: issuing convertible corporate bonds with a total amount of no more than RMB 490 million (including RMB 490 million) to unspecified objects. The specific issuance scale shall be submitted to the general meeting of shareholders to authorize the board of directors (or the person authorized by the board of directors) to determine within the above limit.
Whether related parties participate in this issuance to unspecified objects: the convertible corporate bonds issued this time can be preferentially placed to the original shareholders of the company, and the original shareholders have the right to give up the priority placement. The specific priority placement quantity shall be determined by the board of directors (or the person authorized by the board of directors) authorized by the general meeting of shareholders according to the specific conditions at the time of issuance, and shall be disclosed in the issuance announcement and prospectus of this issuance.
1、 The issuance complies with the instructions in laws, regulations and normative documents on the conditions for GEM listed companies to issue securities to unspecified objects
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (revised in 2019), the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents, The board of directors conducted self-examination and demonstration on the actual situation and related matters of Guangdong Huiyun Titanium Industry Co.Ltd(300891) (hereinafter referred to as “the company”, ” Guangdong Huiyun Titanium Industry Co.Ltd(300891) ” or “the issuer”) item by item, and considered that the company complied with the relevant provisions of existing laws, regulations and normative documents on the issuance of convertible corporate bonds by companies listed on GEM to unspecified objects, Have the conditions for issuing convertible corporate bonds to unspecified objects.
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 company shares (hereinafter referred to as “convertible bonds”). The convertible bonds and the shares of the company converted by the convertible bonds in the future will be listed on the Shenzhen Stock Exchange.
(II) issuance scale
The total amount of convertible bonds issued this time shall not exceed RMB 490 million (including RMB 490 million). The specific issuance scale shall be determined by the board of directors (or persons authorized by 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 (or the person authorized by 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
This convertible bond adopts the interest payment method of paying interest once a year. The principal will be returned and the interest of the last year will be paid when due.
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 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 specific initial conversion price shall be submitted to the general meeting of shareholders of the company to authorize the board of directors of the company (or the person authorized by the board of directors) to negotiate and determine with the sponsor (lead underwriter) according to the market conditions before this offering.
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 the company’s shares 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 distribution of 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）；
When the above two items are carried out simultaneously: P1 = (P0 + a) × k）/（1+n+k）；
Cash dividend: P1 = P0 – D;
The above three items are carried out simultaneously: P1 = (P0 – D + a) × k）/（1+n+k）。
Where: P0 refers to the conversion price before adjustment, n refers to the distribution of stock dividends or conversion of share capital, K refers to the additional issuance of new shares or allotment rate, a refers to the price of additional issuance of new shares or allotment of shares, D refers to the distribution of cash dividends per share, and P1 refers to the conversion price after adjustment.
When the above shares and / or shareholders’ equity changes occur in the company, the company will adjust the conversion price in the final way, publish the announcement of the conversion price adjustment on the qualified information disclosure media, and specify the adjustment date, adjustment method and suspension period of the conversion price in the announcement (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 convertible bond holders or the derivative rights and interests of convertible bonds, the company will adjust the conversion price according to the principles of fairness, impartiality and fairness and the principle of fully protecting the rights and interests of convertible bond holders. The contents and operation methods of the price adjustment of share conversion will be formulated in accordance with the relevant national laws and regulations and the relevant provisions of the securities regulatory authorities 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 85% (excluding 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 plan for the conversion price and submit it to the general meeting of shareholders of the company for deliberation and voting. If the issuer’s conversion price has been adjusted due to ex right and ex dividend during the above 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 the shareholders vote, 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.
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 qualified information disclosure media, such as 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 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 Shenzhen Stock Exchange, securities registration authority and other departments. The payment of the current accrued interest corresponding to the balance of the convertible bonds 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 bonds that have not been converted into shares from the holders of this convertible bond at the price of a certain proportion of the face value of this convertible bond (including the annual interest of the last period). The specific floating rate shall be submitted to the general meeting of shareholders to authorize the board of directors (or the person authorized by the board of directors) to negotiate and determine with the sponsor (lead underwriter) according to the market conditions before this offering
2. Conditional redemption clause
