Securities code: Mingxin Automotive Leather Co.Ltd(605068) securities abbreviation: Mingxin Automotive Leather Co.Ltd(605068) Announcement No.: 2022027 Mingxin Automotive Leather Co.Ltd(605068)
Announcement on the resolution of the second meeting of the third board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Mingxin Automotive Leather Co.Ltd(605068) (hereinafter referred to as “the company”) the second meeting of the third board of directors was held on March 25, 2022 by on-site + communication voting. The meeting notice and materials of this meeting have been sent by hand, e-mail or fax on March 23, 2022. The meeting was presided over by Mr. Zhuang Junxin, chairman of the board of directors. There were 7 directors who should attend the meeting and 7 actual directors. The company’s supervisors and senior managers attended the meeting as nonvoting delegates.
The convening and holding of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and the resolutions formed by voting are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on further clarifying the specific scheme of the company’s public offering of convertible corporate bonds item by item
The company has received the reply on approving Mingxin Automotive Leather Co.Ltd(605068) public issuance of convertible corporate bonds (zjxk [2022] No. 327) issued by China Securities Regulatory Commission on February 17, 2022, and approved the company to issue convertible corporate bonds with a total face value of 673 million yuan to the public for a period of 6 years. According to the authorization of the company’s first extraordinary general meeting in 2021, the board of directors of the company further defined the specific plan for the company to publicly issue convertible corporate bonds in accordance with the requirements of the securities regulatory authorities and in combination with the actual situation and market conditions of the company, as follows:
1. Total issuance
The total amount of A-share convertible bonds to be issued this time is 673 million yuan.
Voting results: 7 in favor, 0 against and 0 abstention.
2. Face value and issue price
The face value of each A-share convertible bond issued this time is RMB 100, which is issued at face value.
Voting results: 7 in favor, 0 against and 0 abstention.
3. Basic information
(1) Bond term: the term of the convertible bonds issued this time is six years from the date of issuance, i.e. from March 30, 2022 to March 29, 2028.
(2) Coupon rate: 0.4% in the first year, 0.6% in the second year, 1.0% in the third year, 1.5% in the fourth year, 2.5% in the fifth year and 3.0% in the sixth year.
(3) Interest payment method:
① The convertible 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 the convertible 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 current year’s interest within 5 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 bonds shall be borne by the holders.
(4) Initial conversion price:
① Determination of initial conversion price
The initial conversion price of the convertible corporate bonds issued this time is 24.81 yuan / share, which is not lower 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 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.
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 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.
② Adjustment method and calculation formula of conversion price
After this issuance, when the company’s shares change due to the distribution of stock dividends, conversion to share capital, additional issuance of new shares or allotment of shares, and distribution of cash dividends (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), the conversion price will be adjusted according to the following formula (retain two decimal places and round the last one):
Distribution of stock dividends or conversion to 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: P0 is the conversion price before adjustment, n is the ratio of share giving or conversion to share capital, K is the ratio of additional shares or allotment, a is the price of additional shares or allotment, D is the cash dividend per share, and P1 is the conversion price after adjustment.
When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price accordingly, publish the announcement of the resolution of the board of directors on the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment, adjustment method and 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 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, 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 authorities at that time.
(5) Conversion period: from the first trading day six months after the end of the issuance of convertible bonds to the maturity date of convertible bonds.
(6) Credit rating: Mingxin Automotive Leather Co.Ltd(605068) subject’s credit rating is AA -, the credit rating of the convertible bonds issued this time is AA -, and the rating outlook is stable.
(7) Credit rating agency: CSI PENGYUAN credit rating Co., Ltd.
(8) Guarantee matters: no guarantee is provided for the convertible bonds issued this time.
Voting results: 7 in favor, 0 against and 0 abstention.
4. Distribution object
(1) Preferential placement to the original shareholders of the issuer: all shareholders of the issuer registered after the closing of the stock market on the equity registration date announced in the issuance announcement (March 29, 2022, t-1).
(2) Online issuance: natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding securities accounts of China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “CSDCC Shanghai Branch”) (except those prohibited by national laws and regulations).
(3) The self operated account of the sponsor (lead underwriter) of this offering shall not participate in online subscription. Voting results: 7 in favor, 0 against and 0 abstention.
5. Release time
The priority placement date and online subscription date of this offering are March 30, 2022 (t day).
Voting results: 7 in favor, 0 against and 0 abstention.
6. Distribution mode
The convertible bonds issued this time are preferentially placed to the original shareholders registered by CSDCC Shanghai branch after the closing of the market on the equity registration date (March 29, 2022, t-1). The balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) is sold online to public investors through the trading system of Shanghai Stock Exchange.
(1) Number of convertible bonds that the original shareholders can give priority to placing
The number of Mingxin convertible bonds that the original shareholders can preferentially place is the number of shares they hold Mingxin Automotive Leather Co.Ltd(605068) after the closing of the stock market on the equity registration date (March 29, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds with par value of RMB 4.039 per share, and then converted into the number of hands at the proportion of RMB 1000 per hand. Each hand (10 pieces) is an application unit, that is, Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) 9 convertible bonds per share.
The issuer has a total share capital of 166 Shanghai Pudong Development Bank Co.Ltd(600000) shares, all of which can participate in the preferential placement of the original shareholders. Based on the preferred placement ratio of Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) 9 hands / share, the total upper limit of convertible bonds that can be preferentially placed by the original shareholders is 673000 hands.
(2) Online distribution
Public investors participate in online issuance through the trading system of Shanghai Stock Exchange. The online issuance and subscription code is “713068”, and the subscription is referred to as “Mingxin bond issuance”. The minimum subscription unit of each account is 1 hand (10 pieces, 1000 yuan). The upper limit of subscription for each account is 1000 hands (10000 pieces, 1 million yuan). If the upper limit is exceeded, the subscription will be invalid.
Voting results: 7 in favor, 0 against and 0 abstention.
7. Downward correction clause of conversion price
(1) Correction authority 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 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 average trading price of the company’s shares 20 trading days before the date of the shareholders’ meeting and the average price of 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 of the company.
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
If the company decides to revise the conversion price downward, the company will publish an announcement on the information disclosure media of listed companies designated by the CSRC, announcing the correction range, equity registration date, suspension of conversion period (if necessary) and other relevant information. 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 revised 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.
Voting results: 7 in favor, 0 against and 0 abstention.
8. Redemption clause
(1) 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).
(2) Conditional redemption clause
During the conversion period, in case of any of the following two situations, the company has the right to decide to redeem all or part of the non converted convertible corporate bonds at the price of the face value of the convertible corporate bonds plus the accrued interest in the current period:
① During the conversion period, if the closing price of the company’s shares for at least 15 trading days within 30 consecutive trading days is not lower than 130% (including 130%) of the current conversion price;
② When the balance of convertible bonds not converted into shares 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, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment, and according to the conversion price and closing price after the adjustment on the trading day after the adjustment.
Voting results: 7 in favor, 0 against and 0 abstention.
9. 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 face value plus the current accrued interest. 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 within the above trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment. In case of downward correction of the conversion price, the above “Thirty consecutive trading days” shall be recalculated from the first trading day after the conversion price adjustment. Convertible corporate bonds issued this time
