Securities code: Shanxi Yongdong Chemistry Industry Co.Ltd(002753) securities abbreviation: Shanxi Yongdong Chemistry Industry Co.Ltd(002753) Announcement No.: 2022010 bond Code: 128014 bond abbreviation: Yongdong convertible bond
Shanxi Yongdong Chemistry Industry Co.Ltd(002753)
Announcement on the resolution of the first extraordinary meeting of the Fifth 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
The notice of the first session of the board of directors shall be delivered by telephone on the first and second floor of the company on March 29, 2023. The meeting was held in the form of on-site and communication voting. There were 9 directors who should attend the meeting, 9 directors who actually attended the meeting, supervisors and senior managers of the company attended the meeting as nonvoting delegates, and the meeting was presided over by Chairman Liu Dongjie. The meeting was held in accordance with the provisions of the company law, relevant laws and regulations and the articles of association. The relevant resolutions formed at the meeting are legal and effective.
2、 Deliberations of the board meeting
1. The proposal on further clarifying the specific plan for public issuance of convertible corporate bonds was deliberated and adopted one by one
The China Securities Regulatory Commission issued the reply on approving Shanxi Yongdong Chemistry Industry Co.Ltd(002753) public issuance of convertible corporate bonds (zjxk [2021] No. 4027) on December 20, 2021, approving the company to publicly issue convertible corporate bonds with a total face value of 380 million yuan for a period of 6 years. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the public offering of convertible corporate bonds examined and approved by the 2019 annual general meeting of shareholders and the proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle matters related to the public offering of convertible corporate bonds examined and approved by the 2020 annual general meeting of shareholders, the board of directors of the company is within the scope of authorization of the general meeting of shareholders, In accordance with the requirements of relevant laws and regulations and in combination with the actual situation of the company, the specific scheme of the company’s public issuance of convertible corporate bonds is further clarified as follows:
(1) Issuance scale
In accordance with the requirements of relevant laws, regulations and normative documents, and in combination with the company’s financial situation and investment plan, the total amount of funds raised by the proposed issuance of convertible bonds shall not exceed RMB 380 million (including RMB 380 million). Voting results: 9 in favor, 0 abstention and 0 against; Adopted by vote.
(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, 2.0% in the fifth year and 3.0% in the sixth year.
Voting results: 9 in favor, 0 abstention and 0 against; Adopted by vote.
(3) Maturity redemption clause
Within five trading days after the expiration of the convertible bonds issued this time, the company will redeem all the convertible bonds not converted into shares from investors at the price of 115% of the face value of the convertible bonds issued this time (including the annual interest of the last period).
Voting results: 9 in favor, 0 abstention and 0 against; Adopted by vote.
(4) Initial conversion price
The initial conversion price of the convertible bonds issued this time is 8.86 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 the share price has been adjusted 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 A-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 results: 9 in favor, 0 abstention and 0 against; Adopted by vote.
(5) Distribution object
① Preferential placement to original shareholders: all A-share shareholders of the issuer registered by CSDCC Shenzhen Branch after the closing of the equity registration date announced in the issuance announcement (i.e. April 7, 2022, t-1).
② Online issuance: natural persons, legal persons, securities investment funds and other investors in line with the laws and regulations holding the securities account of CSDCC Shenzhen 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: 9 in favor, 0 abstention and 0 against; Adopted by vote.
(6) Distribution mode
The convertible bonds issued this time shall be preferentially placed to the original shareholders of the issuer registered after the closing of the market on the equity registration date. The balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) shall be priced and issued to public investors through the trading system of Shenzhen stock exchange online. The part with a subscription amount of less than 380 million yuan shall be underwritten by the sponsor (lead underwriter).
Voting results: 9 in favor, 0 abstention and 0 against; Adopted by vote.
(7) Arrangement of placing to original shareholders
The number of yongdongzhuan 2 that the original shareholders can give priority to placing is the number of shares they hold Shanxi Yongdong Chemistry Industry Co.Ltd(002753) after the closing of the stock market on the equity registration date (April 7, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of 1.0121 yuan of convertible bonds per share, and then converted into the number of sheets according to the proportion of 100 yuan / sheet. Each sheet is an application unit.
The issuer has a total share capital of 375440672 shares, of which there are no treasury shares. According to the preferred placement ratio of this issuance, the original shareholders can give priority to the subscription of about 3799835 shares at most, accounting for about 999957% of the total amount of convertible bonds issued this time. Since less than one share is implemented in accordance with the business guidelines of securities issuers of CSDCC Shenzhen Branch, the total number of preferred placements may be slightly different.
Voting results: 9 in favor, 0 abstention and 0 against; Adopted by vote.
Independent directors expressed independent opinions on the proposal on further clarifying the specific plan for public issuance of convertible corporate bonds. See cninfo.com for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the first interim meeting of the Fifth Board of directors disclosed.
2. The proposal on public issuance and listing of convertible corporate bonds was deliberated and adopted
In accordance with the relevant provisions of laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange and the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange, as well as the authorization of the company’s 2019 annual general meeting and 2020 annual general meeting, the board of directors of the company will handle the matters related to the listing of convertible corporate bonds on Shenzhen Stock Exchange after the issuance of convertible corporate bonds, And authorize the company’s management and its authorized representative to handle specific matters.
Voting results: 9 in favor, 0 abstention and 0 against; Adopted by vote.
Independent directors expressed independent opinions on the proposal on public issuance and listing of convertible corporate bonds. See cninfo.com for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the first interim meeting of the Fifth Board of directors disclosed.
3. The proposal on opening a special account for funds raised by public issuance of convertible corporate bonds and signing a supervision agreement on funds raised was deliberated and adopted
In order to regulate the deposit, use and management 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 of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the company’s management system for raised funds, According to the authorization of the 2019 annual general meeting and 2020 annual general meeting, the company plans to open a special account for the raised funds for the special storage and use of the raised funds of convertible corporate bonds. Within one month after the arrival of the raised funds, the company will sign a supervision agreement for the raised funds with the sponsor and the relevant bank to open an account to supervise the storage and use of the raised funds, And agree to authorize the chairman of the company or his authorized representative to handle matters such as signing the supervision agreement for raised funds.
Voting results: 9 in favor, 0 abstention and 0 against; Adopted by vote.
Independent directors expressed independent opinions on the proposal on opening a special account for funds raised by public issuance of convertible corporate bonds and signing a supervision agreement for funds raised. See cninfo.com for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the first interim meeting of the Fifth Board of directors disclosed.
3、 Documents for future reference:
1. Resolutions of the first interim meeting of the Fifth Board of directors; 2. The independent opinions of independent directors on matters related to the first extraordinary meeting of the Fifth Board of directors are hereby announced.
Shanxi Yongdong Chemistry Industry Co.Ltd(002753) board of directors April 1, 2002
