Securities code: Guangzhou Jiacheng International Logistics Co.Ltd(603535) securities abbreviation: Guangzhou Jiacheng International Logistics Co.Ltd(603535) Guangzhou Jiacheng International Logistics Co.Ltd(603535) plan for public issuance of convertible corporate bonds (Revised Draft) 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 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.
3、 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.
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 convertible corporate bonds. The effectiveness and completion of the matters related to the public issuance of convertible corporate bonds described in this plan are yet to be approved or approved by the relevant examination and approval authorities.
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 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 relevant laws, regulations and normative documents, the board of directors of Guangzhou Jiacheng International Logistics Co.Ltd(603535) (hereinafter referred to as ” Guangzhou Jiacheng International Logistics Co.Ltd(603535) ” or “the company”) has conducted self-examination on the actual situation of the company item by item, It is considered that all conditions of the company meet the relevant provisions of current laws and regulations and normative documents on the public issuance of convertible corporate bonds, and have the conditions for the public issuance of convertible corporate bonds.
2、 Overview of this offering
(I) types of securities issued this time
The securities issued this time are convertible corporate bonds (hereinafter referred to as “convertible bonds”) that can be converted into company shares. The convertible bonds and future converted shares will be listed on Shanghai Stock Exchange.
(II) issuance scale
In accordance with the provisions of relevant laws and regulations and in combination with the company’s financial situation and investment plan, the total amount of funds raised by the proposed issuance of convertible corporate bonds shall not exceed RMB 800 million (including this amount). The specific amount of issuance shall be submitted to the general meeting of shareholders of the company to authorize the board of directors of the company to determine within the above limit.
(III) face value and issue price
The face value of each convertible corporate bond issued this time is RMB 100, which is issued at face value.
(IV) bond term
The term of convertible bonds of the company is 6 years from the date of issuance.
(V) bond interest rate
The determination method of the coupon rate of the convertible corporate bonds to be issued 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 to negotiate with the sponsor (lead underwriter) according to national policies, market conditions and specific conditions of the company before issuance.
Before the issuance of convertible corporate bonds, if the bank deposit interest rate is adjusted, the general meeting of shareholders authorizes the board of directors to adjust the coupon rate accordingly.
(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 interest of the last year when due.
1. Annual interest calculation
The interest in the interest bearing year (hereinafter referred to as “annual interest”) refers to the current interest enjoyed by the holders of convertible corporate bonds for each full year from the first date of issuance of convertible corporate bonds according to the total face value of convertible corporate bonds.
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 corporate bonds held by the holders of convertible corporate bonds issued this time on the date of interest payment creditor’s rights registration in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: Refers to the current year’s coupon rate of convertible corporate bonds.
2. Interest payment method
(1) The convertible corporate 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.
(2) Interest payment date: the interest payment date of each year is the date of each full year from the first date of issuance of convertible corporate bonds issued this time. 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 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.
(4) The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders.
(VII) term of share conversion
The conversion period of convertible corporate bonds issued this time starts from the first trading day after the expiration of six months from the date of issuance to the maturity date of convertible corporate bonds.
(VIII) determination and adjustment of share conversion price
1. Determination basis of initial conversion price
The initial conversion price of the convertible corporate bonds issued this time shall not be lower than the higher of the average trading price of the company’s shares on the 20 trading days before the publication of the prospectus and the average trading price of the company’s 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 recommendation institution (lead underwriter) according to the market and the specific situation of the company before issuance.
Among them, the average trading price of the company’s shares in the first 20 trading days = the total trading volume of the company’s shares in the first 20 trading days / the total trading volume of the company’s shares in the 20 trading days (if there has been a stock price adjustment due to ex right and ex interest 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 interest adjustment); 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 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 corporate bonds issued this time), allots shares and distributes cash dividends, the conversion price will be adjusted according to the following formula (keep two decimal places and round the last one):
Bonus shares distributed or converted into 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: P1 is the adjusted conversion price, P0 is the conversion price before the adjustment, n is the ratio of share offering or conversion to share capital, a is the price of new share offering or allotment, K is the ratio of new share offering or allotment, and D is the cash dividend per share.
When the above shares and / or owner’s equity changes, the company will adjust the conversion price in turn, publish the announcement of the resolution of the board of directors on the website of Shanghai Stock Exchange and the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment, adjustment measures and the period of suspension of conversion (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible corporate bonds issued this time and before the registration date of conversion 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 owner’s equity of the company’s shares, which may affect the creditor’s rights and interests or convertible derivative interests of the holders of convertible corporate bonds issued this time, the company will, according to the specific circumstances, act in a fair, just and The conversion price shall be adjusted in accordance with the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible corporate bonds issued this time. 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 conditions and correction range
During the duration of the convertible corporate bonds issued this time, when the closing price of the company’s shares is lower than 85% of the current conversion price for at least 15 trading days in any continuous 30 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.
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. The revised conversion price shall not be lower than the higher of the average trading price of the company’s shares 20 trading days before the date of the shareholders’ meeting and the average trading price of the company’s shares on the previous trading day. At the same time, the revised conversion price shall not be lower than the latest audited net asset value per share and the par value of the shares.
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 and after the conversion price adjustment day.
2. Correction procedure
If the company decides to revise the conversion price downward, 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 Shanghai Stock Exchange and China Securities Regulatory Commission, including 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 corrected 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) how to determine the number of shares to be converted and how to deal with the amount of less than one share at the time of conversion
When the holders of convertible corporate bonds issued this time apply for share conversion during the share conversion period, the number of shares converted = the total face value of convertible corporate bonds applied for share conversion by the holders of convertible corporate bonds / the effective share conversion price on the day of applying for share conversion, and take the integer multiple of one share by the tailing method.
If the balance of convertible corporate bonds is not enough to be converted into one share at the time of share conversion, the company will cash the balance of convertible corporate bonds and the current accrued interest corresponding to the balance within five trading days after the date of share conversion of convertible corporate bondholders in accordance with the relevant provisions of Shanghai stock exchange and other departments.
（11） Redemption clause
1. Maturity redemption clause
Within 5 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 to shares from the bondholders of this convertible corporate bonds at the face value of this convertible corporate bonds or the price floating a certain proportion (including the annual interest of the last period). The specific redemption price shall be determined by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor and the lead underwriter according to the market conditions at the time of issuance.
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 board of directors of the company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted into shares at the price of bond face value plus accrued interest in the current period:
(1) During the conversion period of convertible corporate bonds issued this time, if the closing price of the company’s shares for at least 15 consecutive trading days is not lower 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
Ia: interest accrued in the current period;
B: Refers to the total face value of convertible corporate bonds 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).
If the conversion price has been adjusted within the above 30 trading days, the conversion price and closing price before the conversion price adjustment shall be calculated on the trading day before the conversion price adjustment, and the conversion price and closing price after the conversion price adjustment shall be calculated on the trading day after the conversion price adjustment.
（12） Resale clause
1. Conditional resale clause
In the last two interest bearing years of the convertible corporate bonds issued this time, if the closing price of the company’s shares on any consecutive 30 trading days is lower than 70% of the current conversion price, the holders of convertible corporate bonds have the right to resell all or part of the convertible corporate bonds held by them to the company at the price of the face value of the bonds plus the current accrued interest.
If the conversion price has been adjusted due to the issuance of stock dividends, conversion of share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allotment of shares and distribution of cash dividends within 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, On the adjusted trading day, it shall be calculated according to the adjusted conversion price and closing price. If the conversion price is revised downward, the above 30 consecutive trading days shall be recalculated from the first trading day after the conversion price adjustment.
In the last two interest bearing years of convertible corporate bonds issued this time, the bondholders of convertible corporate bonds can exercise the repurchase right once according to the above agreed conditions after the repurchase conditions are met for the first time. If the repurchase conditions are met for the first time and the bondholders of convertible corporate bonds fail to declare and implement the repurchase within the repurchase reporting period announced at the time of the company’s session, In this interest bearing year, the repurchase right can no longer be exercised, and the holders of convertible corporate bonds can not exercise part of the repurchase right multiple times.
2. Additional resale clause
If there is a significant change in the implementation of the use of the funds raised by the issuance of convertible corporate bonds compared with the commitment of the company in the prospectus, and the change is approved by the CSRC
