Securities abbreviation: Shanghai Yaoji Technology Co.Ltd(002605) securities code: Shanghai Yaoji Technology Co.Ltd(002605) Shanghai Yaoji Technology Co.Ltd(002605)
Plan for public issuance of convertible corporate bonds in 2021
(Revised Version)
March, 2002
Issuer statement
1. The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
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 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 own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
5. The matters described in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on the matters related to the public issuance 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 subject to the deliberation and approval of the general meeting of shareholders of the company and the approval or approval of the relevant examination and approval authority.
catalogue
The issuer declares that 2 catalog 3 I. this offering complies with the requirements of laws, regulations and normative documents on the public offering of securities on the main board 4 II. Overview of this offering 4 III. financial accounting information and management discussion and Analysis 13 IV. purpose of the raised funds of this public offering of convertible corporate bonds 34 v. profit distribution of the company Vi. statement of the board of directors on the refinancing plan of the company in the next 12 months 37 I. The offering complies with the requirements of laws, regulations and normative documents on the public offering of securities on the main board
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 laws, regulations and normative documents, the board of directors of Shanghai Yaoji Technology Co.Ltd(002605) (hereinafter referred to as “the company”, ” Shanghai Yaoji Technology Co.Ltd(002605) ” or “the issuer”) conducted self-examination and demonstration on the actual situation and related matters of the company one by one, 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 by mainboard listed companies, and meet the conditions for the public issuance of convertible corporate bonds by mainboard listed companies. 2、 Overview of this issuance (I) 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. The convertible corporate bonds and A-Shares of the company to be converted in the future will be listed on the Shenzhen Stock Exchange. (II) issuance scale
According to relevant laws and regulations, normative documents and in combination with the company’s own situation, the total amount of funds to be raised from this public offering of convertible corporate bonds is no more than RMB 583127300 (including RMB 583127300). The specific issuance scale shall be determined by the board of directors authorized by the general meeting of shareholders 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 of convertible corporate bonds
According to relevant laws and regulations, normative documents and the implementation schedule of the project to be invested by the raised funds of convertible corporate bonds, combined with the issuance scale of convertible corporate bonds and the operation and finance of the company, the duration of convertible corporate bonds issued this time is set as six years from the date of issuance.
(V) coupon 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 of the company to negotiate with the sponsor (lead underwriter) before issuance according to national policies, market conditions and specific conditions of the company. (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. Annual interest calculation
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
Where, I is the annual interest amount; B is the total face value of convertible corporate bonds held by the holders of convertible corporate bonds in the interest bearing year (hereinafter referred to as “current year” or “each year”) on the date of interest payment creditor’s rights registration; I is 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 working 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 to the maturity date of convertible corporate bonds. Bondholders have the option to convert shares or not, and become shareholders of the company on the day after the conversion. (VIII) determination of 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 in 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, and the specific initial conversion price shall be submitted to the general meeting of shareholders of the company to authorize the board of directors of the company to negotiate and determine with the sponsor (lead underwriter) according to the market conditions before issuance. 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.
(IX) adjustment and calculation method of share conversion price
After this issuance, if the company distributes bonus shares, converts to increased share capital, issues additional new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), issues shares and distributes cash dividends, The conversion price will be adjusted according to the following formula (two decimal places shall be reserved, and the last digit shall be rounded): bonus shares 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 transfer price; P0 is the transfer price before adjustment; N is the share offering rate or share capital conversion rate; A is the new share price or allotment price; K is the ratio of additional shares or allotment; D is cash dividend per share.
When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish the announcement of the conversion price adjustment on the information disclosure media of listed companies designated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), and specify the date of the conversion price adjustment, the adjustment measures and the period of suspension of the 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 shareholder’s 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, act in a fair and just manner 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. (x) downward correction of share conversion price
1. Correction conditions and correction range
If the price of the company’s shares to be converted is lower than 85% of the closing price of the company’s shares in any trading period, the shareholders have the right to submit the conversion plan to the board of directors for at least 30 consecutive days. When the conversion price of the company’s shares is lower than 85% of the closing price of the company’s shares in the current trading period, the shareholders have the right to vote for at least 30 consecutive days, The plan can be implemented only after it is approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. When voting at the general meeting of shareholders, the shareholders holding the convertible corporate bonds issued by the company this time shall withdraw. The revised conversion price shall not be lower than the higher one between the average trading price of the company’s shares on the 20th trading day before the convening of the general meeting of shareholders 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 stock par value.
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. Correction procedure
When the company revises the conversion price downward, it shall publish the announcement of the resolution of the general meeting of shareholders on the information disclosure media of listed companies designated by the CSRC, announcing the correction 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. （11） How to determine 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 calculation method of the number of shares converted is as follows:
Q = V / P, and take the integer multiple of one strand by tailing method.
Where: V is the total face value of convertible corporate bonds applied for share conversion by convertible bondholders; P is the conversion price effective on the date of application for conversion.
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 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 Shenzhen stock exchange and other departments. The current accrued interest corresponding to the balance of convertible corporate bonds converted into one share will be paid in accordance with the relevant provisions of the securities registration authority and other departments. （12） 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 into shares, and the specific redemption price shall be determined by the board of directors authorized by the general meeting of shareholders through negotiation with the sponsor (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 on at least 15 trading days in any continuous 30 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 is the accrued interest of the current period; B is the total face value of convertible corporate bonds to be redeemed held by the holders of convertible corporate bonds issued this time; I is the coupon rate of convertible corporate bonds in the current year; T is 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 day shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and the conversion price adjustment day and subsequent trading days shall be calculated according to the adjusted conversion price and closing price. （13） 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 for any consecutive 30 trading days is lower than 70% of the current conversion price, the bondholders of the 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 accrued interest of the current period. If the conversion price has been adjusted due to the distribution of bonus shares, conversion to increased 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 during the above trading days, the conversion price shall be adjusted according to the conversion price before the adjustment on the trading day before the adjustment
