Securities code: Shanghai Aladdin Biochemical Technology Co.Ltd(688179) securities abbreviation: Shanghai Aladdin Biochemical Technology Co.Ltd(688179) Announcement No.: 2022008
Shanghai Aladdin Biochemical Technology Co.Ltd(688179)
Announcement on the resolution of the 23rd Meeting of the third board of directors
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law. 1、 Meetings of the board of directors
Shanghai Aladdin Biochemical Technology Co.Ltd(688179) (hereinafter referred to as “the company”) held the 23rd Meeting of the third board of directors of the company (hereinafter referred to as “the meeting”) on March 10, 2022 by means of on-site meeting and communication. The notice of this meeting was sent to all directors in writing on March 7, 2022. There are 9 directors who should attend the meeting and 9 directors actually present. The meeting is presided over by Mr. Xu Jiuzhen, chairman of the company, and other relevant personnel of the company attend the meeting as nonvoting delegates. The convening and convening procedures of this meeting comply with relevant national laws and regulations, the articles of association of Shanghai Aladdin Biochemical Technology Co.Ltd(688179) company (hereinafter referred to as the “articles of association”) and the rules of procedure of Shanghai Aladdin Biochemical Technology Co.Ltd(688179) board of directors. The convening procedures and voting results of this meeting are legal and valid. 2、 Deliberations of the board meeting
The meeting was presided over by Mr. Xu Jiuzhen, chairman of the company. After voting by all directors, the following resolutions were formed: (I) the proposal on further clarifying the specific scheme of the company issuing convertible corporate bonds to unspecified objects was deliberated and adopted item by item
According to the reply on Approving the registration of Shanghai Aladdin Biochemical Technology Co.Ltd(688179) issuing convertible corporate bonds to unspecified objects (zjxk [2022] No. 72) issued by China Securities Regulatory Commission, approving the company’s application for registration of issuing convertible corporate bonds to unspecified objects and the authorization of the company’s first extraordinary general meeting in 2021, in accordance with the requirements of relevant laws and regulations, Combined with the actual situation and market conditions of the company, further clarify the specific scheme of issuing convertible corporate bonds to unspecified objects, and the specific contents 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. These convertible corporate bonds and A-share shares to be converted in the future will be listed on the science and Innovation Board of Shanghai Stock Exchange.
Voting: 9 in favor, 0 against and 0 abstention.
2. Issuance scale
The total amount of convertible bonds to be issued this time is 387.4 million yuan (including 387.4 million yuan), each with a face value of 100 yuan, a total of 3874000, which are issued at face value.
Voting: 9 in favor, 0 against and 0 abstention.
3. Coupon rate
The coupon rate of convertible bonds issued this time is 0.4% in the first year, 0.7% in the second year, 1.2% in the third year, 1.8% in the fourth year, 2.5% in the fifth year and 3.0% in the sixth year.
No votes, 9 abstentions.
4. Determination of initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 63.72 yuan / share, Not less 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 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 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: 9 in favor, 0 against and 0 abstention.
5. Maturity redemption clause
Within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem 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).
Voting: 9 in favor, 0 against and 0 abstention.
6. Issuing method and object
(1) Distribution mode
The convertible bonds issued this time shall be placed preferentially to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “China Securities Depository and clearing Shanghai Branch”) after the closing of the market on the equity registration date of the issuer, and the balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) shall be issued to the public investors online through the trading system of Shanghai Stock Exchange, The balance is underwritten by the recommendation institution (lead underwriter).
(2) Distribution object
a) Preferential placement to the original shareholders of the issuer: all shareholders of the issuer registered after the closing of the market on the equity registration date announced in the issuance announcement (i.e. March 14, 2022, t-1).
b) Online issuance: natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding securities accounts of China Clearing Shanghai Branch (except those prohibited by national laws and regulations). c) The self operated account of the sponsor (lead underwriter) of this offering shall not participate in this subscription.
Voting: 9 in favor, 0 against and 0 abstention.
7. Arrangement of placing to original shareholders
The issuance of convertible corporate bonds to unspecified objects will give priority to the original shareholders registered by China Clearing Shanghai branch after the closing of the market on the equity registration date (March 14, 2022, t-1), The balance after the preferential placement of the original shareholders (including the part that the original shareholders give up the preferential placement) is sold online to the public investors through the trading system of Shanghai Stock Exchange. In addition to participating in the priority placement, the original shareholders can also participate in the subscription of the balance after the priority placement.
Voting: 9 in favor, 0 against and 0 abstention. The independent directors expressed their independent opinions on this proposal. (II) deliberated and passed the proposal on the listing of convertible corporate bonds issued by the company to unspecified objects, in accordance with the relevant provisions of laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the authorization of the company’s first extraordinary general meeting in 2021, After the issuance of convertible corporate bonds, the company will apply for the listing of convertible corporate bonds on Shanghai Stock Exchange, and authorize the company’s management and its authorized persons to handle specific matters.
Voting: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions on this proposal. (III) deliberated and passed the proposal on opening a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signing a supervision agreement for raising funds
In order to standardize the deposit, use and management of the raised funds, improve the use efficiency of funds and effectively protect the rights and interests of investors, in accordance with relevant laws and regulations such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, guidelines for the application of self regulatory rules for companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation According to the provisions of the normative documents, with the authorization of the company’s first extraordinary general meeting in 2021, the company will open a special account for the raised funds for the special storage and use of the funds raised by issuing convertible corporate bonds to unspecified objects.
The board of directors of the company authorizes the management of the company and its authorized persons to open a special account for the raised funds, and sign a supervision agreement for the raised funds with the sponsor and the corresponding bank to be opened to supervise the deposit and use of the raised funds.
After signing the supervision agreement on raised funds, the company will timely perform the corresponding information disclosure obligations.
Voting: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions on this proposal.
It is hereby announced.
Shanghai Aladdin Biochemical Technology Co.Ltd(688179) board of directors March 11, 2022
