Securities code: Zhejiang Taitan Co.Ltd(003036) securities abbreviation: Zhejiang Taitan Co.Ltd(003036) Zhejiang Taitan Co.Ltd(003036)
Zhejiang Taitan Co.,Ltd.
(No. 99 Titan Avenue, Qixing street, Xinchang County, Zhejiang Province)
Plan for public issuance of convertible corporate bonds (Revised Version) March 2002
Issuer statement
1. The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents.
2. After the public issuance of convertible corporate bonds, the company shall be responsible for the changes in the company’s operation and income; The investors shall be responsible for the investment risk caused by this public offering of convertible corporate bonds. 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 own stockbrokers, 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 have yet to be approved or approved by the relevant examination and approval authorities.
6. If the plan involves investment benefit or performance prediction, it does not constitute the company’s commitment to any investors and their related persons. Investors and related persons should understand the differences between the plan, prediction and commitment and pay attention to investment risks.
Important tips
1. Name and method of securities to be issued this time: Zhejiang Taitan Co.Ltd(003036) intends to issue convertible corporate bonds with a total amount of no more than RMB 295.5 million (including this amount), and the specific issuance scale shall be submitted to the general meeting of shareholders to authorize the board of directors to determine within the above scope.
2. Whether related parties participate in this public offering: the convertible corporate bonds issued this time are preferentially placed to Zhejiang Taitan Co.Ltd(003036) original shareholders, who have the right to waive the placing right. The specific proportion and quantity of preferential placement to the original shareholders shall be submitted to the general meeting of shareholders of the company to authorize the board of directors to determine according to the market conditions before issuance, and shall be disclosed in the issuance announcement of convertible corporate bonds.
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following meanings: Zhejiang Taitan Co.Ltd(003036) , company, issuing Zhejiang Taitan Co.Ltd(003036) pedestrian and joint stock company
Titan investment refers to Shaoxing Titan Investment Co., Ltd., the controlling shareholder of the company
This public offering refers to the issue of convertible corporate bonds of no more than 295.5 million yuan (including this amount)
The plan refers to the public issuance of convertible bonds of the company
Board of directors means Zhejiang Taitan Co.Ltd(003036) board of directors
General meeting of shareholders refers to Zhejiang Taitan Co.Ltd(003036) general meeting of shareholders
Lixin Certified Public Accountants (special general partnership) refers to the prospectus and instruction of Zhejiang Taitan Co.Ltd(003036) public offering of convertible corporate bonds
Articles of association refers to Zhejiang Taitan Co.Ltd(003036) current articles of association
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies
CSRC and CSRC refer to the stock exchange of China Securities Regulatory Commission and Shenzhen Stock Exchange
The reporting period refers to 2019, 2020 and 2021
The end of each reporting period refers to December 31, 2019, December 31, 2020 and December 31, 2021
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Note: unless otherwise specified in this report, all values retain 2 decimal places. If the total number is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
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 provisions of 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 laws, regulations and normative documents of the CSRC, Zhejiang Taitan Co.Ltd(003036) conduct self-examination item by item in combination with the actual situation, It is considered that all conditions of the company comply with the relevant provisions of current laws and regulations and normative documents on public issuance of convertible corporate bonds, and the company has the qualification and conditions for public issuance of convertible corporate bonds. 2、 Overview of this offering
(I) types of securities issued and place of listing
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. The convertible corporate bonds and A-share shares to be converted in the future will be listed on the Shenzhen Stock Exchange.
(II) issuance scale
The total amount of funds raised by the convertible corporate bonds to be issued this time shall not exceed RMB 295.5 million (including this amount). The specific amount of funds raised shall be submitted to the general meeting of shareholders of the company to authorize the board of directors 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) duration
The duration of the convertible corporate bonds issued this time is 6 years from the date of issuance.
(V) bond interest rate
The determination method of the coupon rate of the convertible corporate bonds issued this time 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 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
The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and return the principal and last year’s interest of all convertible corporate bonds that have not been converted into shares at maturity.
1. Calculation of annual interest
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 issuance of convertible corporate bonds.
(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 corporate bonds that apply 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 of convertible corporate bonds to the maturity date of convertible corporate bonds.
(VIII) determination and adjustment of share conversion price
1. Basis for determining the initial conversion price
The initial conversion price of the convertible corporate bonds issued this time shall not be lower than the average trading price of the company’s shares 20 trading days before the announcement date of the prospectus and the average trading price of the company’s shares one trading day before the announcement date. The specific initial conversion price shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the market and the specific situation of the company.
If the share price has been adjusted due to ex right and ex interest within the above 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.
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; The average trading price of the company’s shares in the previous trading day = the total trading volume of the company’s shares in the previous trading day / the total trading volume of the company’s shares in that day.
2. Adjustment method and calculation formula of share conversion price
After this issuance, when the company’s shares change due to bonus shares, conversion to share capital, additional issuance of new shares or allotment, dividend distribution, etc. (excluding the share capital increased due to the conversion of convertible corporate bonds), the conversion price will be adjusted accordingly (two decimal places shall be reserved, and the last one shall be rounded). The specific adjustment methods are as follows:
Distribution of stock dividends or conversion to share capital: P1 = P0 / (1 + n);
Issuance of new shares or additional shares: P1 + P0 = (a) × k）/（1+k）；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × k）/（1+n+k）；
Distribution of cash dividends: 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 share delivery rate or share capital conversion rate, K is the new share issuance rate or share allotment rate, a is the new share price or share allotment price, and D is the cash dividend per share.
When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish relevant announcements on the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment, adjustment method and suspension period (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 application of the holder for conversion of shares shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, company 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 the holders of convertible corporate bonds issued this time or the derivative rights and interests converted into shares, the company will, according to the specific circumstances, follow the principles of fairness, impartiality The conversion price shall be adjusted according to the principle of fairness and the principle of fully protecting the rights and interests of bondholders of convertible companies. 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. Revision authority and revision 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 20 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 shareholders’ meeting of the company for 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. When voting at the general meeting of shareholders, shareholders holding convertible corporate bonds issued this time shall withdraw. 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 1 trading day before the date of the shareholders’ meeting. At the same time, the revised conversion price shall not be lower than the latest audited net assets per share and 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 the conversion price adjustment day and subsequent trading days.
2. Amendment 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 newspapers and Internet websites of listed companies designated by the CSRC, announcing the revision range, equity registration date and the period of suspension of conversion. From the first trading day after the equity registration date (i.e. the date of correction of the 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) method for determining the number of converted shares
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.
The shares applied for conversion by the bondholders of convertible companies must be integer shares. 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, in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments, cash the convertible corporate bond holder within five trading days after the date of share conversion
