Securities code: Hangzhou Shenhao Technology Co.Ltd(300853) securities abbreviation: Hangzhou Shenhao Technology Co.Ltd(300853) Announcement No.: 2022010 Hangzhou Shenhao Technology Co.Ltd(300853)
Announcement of resolutions of the 10th 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
Hangzhou Shenhao Technology Co.Ltd(300853) (hereinafter referred to as “the company”) the 10th meeting of the third board of directors was held by means of communication voting on March 15, 2022. The notice of the meeting has been notified to all directors by email on March 10, 2022. The meeting was presided over by Chairman Chen rushen. There were 9 directors who should attend the meeting and 9 actually attended the meeting. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the articles of association, and the meeting was legal and effective.
2、 Deliberations of the board meeting
After careful deliberation, full discussion and prudent voting by the directors attending the meeting, the following proposals were considered and passed at the meeting: (I) the proposal on further clarifying the specific plan of the company for issuing convertible corporate bonds to unspecified objects was considered and passed item by item
The company has obtained the reply on Approving the registration of Hangzhou Shenhao Technology Co.Ltd(300853) issuing convertible corporate bonds to unspecified objects (zjxk [2022] No. 233) issued by the China Securities Regulatory Commission, and approved the company’s application for registration of issuing convertible corporate bonds to unspecified objects.
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of issuing convertible corporate bonds to unspecified objects deliberated and approved by the company’s 2020 annual general meeting of shareholders, the board of directors of the company, within the scope of authorization of the general meeting of shareholders, in accordance with the requirements of relevant laws and regulations, in combination with the actual situation and market conditions of the company, It further defines the specific scheme for the company to issue convertible corporate bonds (hereinafter referred to as “convertible bonds”) to unspecified objects as follows:
1. Issuance scale
The total amount of funds raised by the convertible bonds issued this time is RMB 550 million, and the number of issued bonds is 5.5 million.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Coupon rate
The coupon rate of convertible bonds issued this time: 0.3% in the first year, 0.5% in the second year, 1.0% in the third year, 1.8% in the fourth year, 2.4% in the fifth year and 3.0% in the sixth year.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Initial conversion price
The initial conversion price of the convertible bonds issued this time is 34.41 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 closing 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. At the same time, the initial conversion price shall not be lower than the audited net assets per share and the par value of shares in the latest period.
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: 9 in favor, 0 against and 0 abstention.
4. Issuing object
(1) Priority placement to the original shareholders of the company: all shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “CSDCC Shenzhen Branch”) after the closing of the equity registration date (March 17, 2022, t-1) announced in the issuance announcement.
(2) Online issuance: natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding securities accounts of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) (except those prohibited by national laws and regulations).
(3) The self operated account of the lead underwriter of this offering shall not participate in online subscription.
Voting results: 9 in favor, 0 against and 0 abstention.
5. Issuance method
The convertible bonds issued this time are preferentially placed to the original shareholders of the company registered after the closing of the market on the equity registration date, and the balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) is issued to the public investors online through the trading system of Shenzhen Stock Exchange. If the subscription amount is less than 550 million yuan, it shall be underwritten by the lead underwriter. Voting results: 9 in favor, 0 against and 0 abstention.
6. Terms of redemption at maturity
Within 5 trading days after the maturity of the convertible bonds issued this time, the company will redeem the convertible bonds that have not been converted into shares, and the redemption price at maturity is 110 yuan (including the last interest).
Voting results: 9 in favor, 0 against and 0 abstention.
7. Arrangement of priority placement to the original shareholders of the company
The number of convertible bonds that can be preferentially placed by the original shareholders is the number of shares of ” Hangzhou Shenhao Technology Co.Ltd(300853) ” registered after the closing of the stock market on the equity registration date (March 17, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of 3.7432 yuan of convertible bonds per share, and then converted into the number of pieces according to the proportion of 100 yuan / piece. Each piece is an application unit, That is, 0037432 convertible bonds were placed per share.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the matter.
For details, please refer to cninfo.com, the information disclosure website of gem on the same day（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
(II) the proposal on the listing of convertible corporate bonds issued by the company to unspecified objects was deliberated and adopted. In accordance with the relevant provisions of the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange and the authorization of the 2020 annual general meeting of shareholders of the company, the board of directors of the company will, after the issuance of convertible bonds is completed, Handle matters related to the listing of convertible bonds on the Shenzhen Stock Exchange, and authorize the chairman of the company or his authorized designated person to handle specific matters.
The independent directors of the company expressed their independent opinions on the matter.
For details, please refer to cninfo.com, the information disclosure website of gem on the same day（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting results: 9 in favor, 0 against and 0 abstention.
(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, In accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of gem listed companies, and the measures for the administration of Hangzhou Shenhao Technology Co.Ltd(300853) raised funds, It is proposed to open a special account for the raised funds in this raised investment project for the special storage and use of the funds raised by convertible bonds. The company will sign a supervision agreement on the raised funds with the sponsor (lead underwriter) and the corresponding bank to open an account to supervise the deposit and use of the raised funds. At the same time, the chairman of the company or the designated person authorized by him shall be authorized to handle the opening of the special account for raised funds and the signing of the supervision agreement for raised funds.
The independent directors of the company expressed their independent opinions on the matter.
For details, please refer to cninfo.com, the information disclosure website of gem on the same day（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Hangzhou Shenhao Technology Co.Ltd(300853) the resolution of the 10th meeting of the third board of directors;
2. independent opinions of Hangzhou Shenhao Technology Co.Ltd(300853) independent directors on relevant matters of the 10th meeting of the third board of directors.
It is hereby announced.
Hangzhou Shenhao Technology Co.Ltd(300853) board of directors March 16, 2022
