Securities code: Poco Holding Co.Ltd(300811) securities abbreviation: Poco Holding Co.Ltd(300811) Announcement No.: 2022004 Poco Holding Co.Ltd(300811)
Announcement on the resolution of the fifth meeting of the third board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
The fifth meeting of the third board of directors of Poco Holding Co.Ltd(300811) (hereinafter referred to as “the company”) was held on Tuesday, March 8, 2022 in the conference room on the third floor of Building 2, No. 28, Langshan Road, North District, science and Technology Park, Nanshan District, Shenzhen in the form of on-site combined communication. The notice of the meeting was sent to all directors by mail on March 4, 2022. There are 7 directors who should attend the meeting, and 7 actually attended the meeting.
The meeting was presided over by Chairman Du Jianghua and attended by supervisors and senior executives. The meeting shall be held in accordance with relevant laws, regulations, rules and the articles of association. After careful deliberation by all directors, the following resolutions were formed at the meeting: II. Deliberation at the meeting of the board of directors
(I) the proposal on further clarifying the specific plan for the company to issue convertible corporate bonds to unspecified objects was deliberated and adopted item by item
The company’s issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as “this issuance”) was approved by the Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on December 17, 2021, In addition, the company has obtained the reply on Approving the registration of Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects (zjxk [2022] No. 121) issued by China Securities Regulatory Commission on January 17, 2022. This reply is valid within 12 months from the date of consent to registration. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the issuance of convertible corporate bonds to unspecified objects deliberated and approved by the company’s 2020 annual general meeting of shareholders, the general meeting of shareholders of the company authorizes the board of directors or the authorized personnel of the board of directors to, within the scope permitted by relevant laws, regulations and the articles of association, in accordance with the opinions of the regulatory authorities, In combination with the actual situation of the company, the specific plan for the company to issue convertible corporate bonds to unspecified objects (hereinafter referred to as “this issuance”) is further clarified before the issuance. The details are as follows:
1. Issuance scale
The total amount of funds raised by the proposed issuance of convertible bonds is RMB 430 million, and the number of issued bonds is 4300000.
Voting results: 7 in favor, 0 against and 0 abstention.
2. Coupon rate
Coupon rate: 0.40% in the first year, 0.60% in the second year, 1.20% in the third year, 1.80% in the fourth year, 2.50% in the fifth year and 3.00% in the sixth year.
Voting results: 7 in favor, 0 against and 0 abstention.
3. Initial conversion price
The initial conversion price of the convertible bonds issued this time is 76.50 yuan / share, Not less than the average trading price of the company’s shares 20 trading days before the date of announcement of the prospectus (if there has been a stock price adjustment due to ex right and ex dividend within these 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.
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.
Voting results: 7 in favor, 0 against and 0 abstention.
4. Distribution object
(1) Original shareholders of the company: all ordinary shareholders of the issuer registered with China Securities Depository and Clearing Corporation Limited Shenzhen Branch (hereinafter referred to as “CSDCC Shenzhen Branch”) after the closing of the equity registration date (March 10, 2022, t-1) announced in the issuance announcement.
(2) Social public investors: natural persons, legal persons, securities investment funds holding securities accounts of CSDCC Shenzhen Branch and other investors in compliance with laws and regulations (except those prohibited by national laws and regulations). (3) The self operated account of the joint lead underwriters of this offering shall not participate in online subscription.
Voting results: 7 in favor, 0 against and 0 abstention.
5. Distribution mode
The convertible bonds issued this time will be preferentially placed to the original shareholders registered by CSDCC Shenzhen Branch after the closing of the market on the equity registration date (March 10, 2022, t-1). The balance after the priority placement of the original shareholders (including the part of the original shareholders giving up the priority placement) will be issued to the public investors through the online trading system of Shenzhen Stock Exchange, The part of the subscription amount less than 430 million yuan shall be underwritten by the sponsor (joint lead underwriter).
The base of this issuance of convertible bonds is 430 million yuan. Founder’s underwriting sponsor shall determine the final placement result and underwriting amount according to the online capital arrival. In principle, the underwriting proportion shall not exceed 30% of the total issuance, that is, in principle, the maximum underwriting amount is 129 million yuan. When the actual underwriting proportion exceeds 30% of the total amount of this issuance, the founder underwriting sponsor will start the internal underwriting risk assessment procedure, continue to perform the issuance procedure or take measures to suspend the issuance after reaching an agreement with the issuer, and report to the Shenzhen Stock Exchange in time. If the issuance is suspended, announce the reasons for the suspension and choose the opportunity to restart the issuance.
Voting results: 7 in favor, 0 against and 0 abstention.
6. Redemption clause
(1) Maturity redemption clause
Within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem all the convertible corporate bonds that have not been converted into shares at the price of 115% of the face value of the bonds (including the last interest).
(2) Conditional redemption clause
During the conversion period of convertible corporate bonds issued this time, in case of any of the following two situations, the company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted according to the face value of the bonds plus the accrued interest in the current period:
① During the conversion period, if the closing price of the company’s shares for at least 15 trading days in any 30 consecutive trading days is not less than 130% (including 130%) of the current conversion price;
② When the balance of convertible corporate bonds issued this time is less than 30 million yuan.
The calculation formula of current accrued interest is: ia = B × i × t/365
Where: ia refers to the current accrued interest; B refers to the total face value of convertible corporate bonds to be redeemed held by the holders of convertible corporate bonds issued this time; I refers to the coupon rate of convertible corporate bonds in the current year; T refers to the number of interest days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest year (the beginning does not count the end).
The adjustment of the conversion price shall be calculated according to the adjustment of the conversion price 30 days before the closing and after the trading day.
Voting results: 7 in favor, 0 against and 0 abstention.
7. Preferential placement to the original shareholders of the issuer
The number of convertible bonds that can be preferentially placed by the original shareholders is the number of A-Shares of the issuer registered after the closing of the equity registration date (March 10, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds with a par value of RMB 4.1473 per share, and converted into the number of convertible bonds at the ratio of RMB 100 per piece, each of which is an application unit.
The issuer has 103680000 A shares in total, and the company has no repurchase of treasury shares in the special account. The capital stock of 103680000 A shares that can participate in the preferred placement of this issuance is 103680000. Calculated according to the proportion of preferred placement of this issuance, the maximum amount of convertible bonds that can be preferentially placed by the original shareholders is 4299920, accounting for about 999981% of the total amount of convertible bonds issued this time. Since less than one piece is executed in accordance with the business guidelines of securities issuers of CSDCC Shenzhen Branch, the total number of final priority placements may be slightly different.
The preferred placement of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placement is referred to as “platinum bond distribution” for short, and the placement code is “380811”. If the number of convertible bonds subscribed by the original shareholders for online priority placement is less than 1, it shall be implemented in accordance with the business guidelines of the securities issuer of CSDCC Shenzhen Branch, that is, the number of preferred subscriptions less than 1 shall be sorted according to the size of the number, and the small number shall be carried forward to the large number of original shareholders participating in the priority subscription, so as to achieve the minimum bookkeeping unit of 1, which shall be carried out in a circular manner until all allocations are completed.
If the issuer’s shares held by the original shareholders are held in custody in two or more securities business departments, the number of shares that can be subscribed shall be calculated based on the shares held in custody in each business department, and the placement and subscription must be carried out in the corresponding securities business department in accordance with the Business Guide for securities issuers of CSDCC Shenzhen Branch.
In addition to participating in the priority placement, the original shareholders can also participate in the subscription of the balance after the priority placement. For the part of the original shareholders participating in the online priority placement, they shall pay full capital at the time of subscription on t day. The original shareholders do not need to pay the subscription fund for the online subscription part of the balance after participating in the online priority placement.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions. According to the authorization of the company’s 2020 annual general meeting of shareholders, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on the listing of convertible corporate bonds issued by the company to unspecified objects was deliberated and adopted. According to the authorization of the company’s 2020 annual general meeting of shareholders, the board of directors of the company will handle matters related to the listing of convertible bonds on Shenzhen Stock Exchange after the issuance of convertible bonds, The board of directors of the company authorizes the chairman or his designated authorized agent to handle specific matters.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions.
(III) deliberated and passed the proposal on opening a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signing the supervision agreement for raising funds
In order to standardize the management, storage and use of the company’s raised funds and effectively protect the rights and interests of investors, According to the regulations of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, listed companies regulatory guidelines No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other laws and regulations, as well as the company’s management system for special storage and use of raised funds, With the authorization of the company’s 2020 annual general meeting of shareholders, the company will open a special account for raising funds in the bank to manage and store the funds raised by issuing convertible bonds to unspecified objects, and authorize the chairman of the company or other designated persons to sign the supervision agreement for raising funds with the sponsor and the bank storing the raised funds after the funds are received.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions.
3、 Documents for future reference
1. Resolutions of the 5th meeting of the 3rd board of directors;
2. Independent opinions of independent directors on matters related to the fifth meeting of the third board of directors of the company.
It is hereby announced.
Poco Holding Co.Ltd(300811) board of directors
March 9, 2022
