Securities code: Jiangsu Yuxing Film Technology Co.Ltd(300305) securities abbreviation: Jiangsu Yuxing Film Technology Co.Ltd(300305) Announcement No.: 2022008 Jiangsu Yuxing Film Technology Co.Ltd(300305)
Announcement on the resolution of the fourth 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.
Jiangsu Yuxing Film Technology Co.Ltd(300305) (hereinafter referred to as “the company”) sent the notice of convening the fourth meeting of the Fifth Board of directors to all directors by e-mail on March 29, 2022. The meeting was held at 10:00 a.m. on April 6, 2022 in the company’s conference room in the form of on-site meeting and communication voting. There are 7 directors who should attend the meeting, and 7 directors actually attend the meeting, including 3 independent directors. The convening and convening of the meeting shall comply with the relevant provisions of the company law and the articles of association. The meeting was presided over by Mr. Wang Jianxin, chairman of the board. After deliberation and voting by all directors, the following resolutions are formed:
1、 The proposal on further clarifying the specific plan for the company to issue convertible corporate bonds to unspecified objects was deliberated and adopted one by one
The company has obtained the reply on Approving the registration of Jiangsu Yuxing Film Technology Co.Ltd(300305) issuing convertible corporate bonds to unspecified objects (zjxk [2022] No. 492) issued by China Securities Regulatory Commission, and approved the registration application of issuing convertible corporate bonds to unspecified objects.
In accordance with the provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents, as well as the authorization of the second extraordinary general meeting of shareholders in 2021, the board of directors of the company shall negotiate with the sponsor (lead underwriter) in combination with the actual situation of the company and the current securities market situation, Based on the issuance plan deliberated and approved by the second extraordinary general meeting of shareholders in 2021, the specific plan for issuing convertible corporate bonds (hereinafter referred to as “convertible bonds”) to unspecified objects is further clarified. The details are as follows:
(I) issuance scale
The total amount of funds raised by the convertible bonds issued this time is RMB 600 million, and the number of issued bonds is 6 million.
Voting results: 7 in favor, 0 against and 0 abstention.
(II) coupon rate
The coupon rate of convertible bonds issued this time is 0.30% in the first year, 0.50% in the second year, 1.00% in the third year, 1.50% in the fourth year, 2.00% in the fifth year and 3.00% in the sixth year.
Voting results: 7 in favor, 0 against and 0 abstention.
(III) initial conversion price
The initial conversion price of the convertible bonds issued this time is 14.24 yuan / share, which is not lower than the average trading price of the company’s A-Shares on the 20 trading days before the announcement date of the prospectus and the average trading price of the company’s A-Shares on the previous trading day. If the share price has been adjusted due to ex right and ex interest within the above 20 trading days, the average transaction price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustment.
The average trading price of the company’s A-Shares in the first 20 trading days = the total trading volume of the company’s A-Shares in the first 20 trading days / the total trading volume of the company’s A-Shares in the last 20 trading days; The average trading price of the company’s A-Shares on the previous trading day = the total trading volume of the company’s A-Shares on the previous trading day / the total trading volume of the company’s A-Shares on that day.
Voting results: 7 in favor, 0 against and 0 abstention.
(IV) terms of redemption at maturity
Within five trading days after the expiration of the convertible bonds issued this time, the company will redeem all the convertible bonds that have not been converted into shares, and the redemption price at maturity is 115% of the face value of the convertible bonds (including the last interest).
Voting results: 7 in favor, 0 against and 0 abstention.
(V) issuance method and object
1. Distribution mode
The convertible bonds issued this time are placed preferentially to the original A-share shareholders of the issuer registered after the closing of the equity registration date (April 8, 2022, t-1). The balance after the priority allocation (including the part that the original shareholders give up the priority placement) is issued online to public investors through the trading system of Shenzhen Stock Exchange. The balance with a subscription amount of less than 600 million yuan is underwritten by the sponsor (lead underwriter). The underwriting base is 600 million yuan. The lead underwriter determines the final placement result and underwriting amount according to the online capital arrival. In principle, the underwriting proportion of the lead underwriter shall not exceed 30% of the total issuance, that is, in principle, the maximum underwriting amount is 180 million yuan. When the underwriting ratio exceeds 30% of the total amount of this issuance, the lead underwriter will start the internal underwriting risk assessment procedure, continue to perform the issuance procedure or take measures to suspend the issuance after reaching an agreement with the company, and report to the Shenzhen Stock Exchange in time.
2. Distribution object
The issuing objects of convertible corporate bonds are:
(1) Preferential placement to the original shareholders: the A-share shareholders of the issuer registered after the closing of the stock market on the equity registration date announced in the issuance announcement (i.e. April 8, 2022, t-1).
(2) Online issuance to public investors: natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding the securities account of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (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.
(VI) placement arrangement to original shareholders
The convertible bonds issued this time shall be placed preferentially to the original A-share shareholders of the company, and the original shareholders shall also have the right to waive the placement right. The upper limit of the number of convertible bonds that can be preferentially placed by the original A-share shareholders is the number of shares of the issuer registered after the closing of the equity registration date (April 8, 2022, t-1). The amount of convertible bonds can be calculated according to the proportion of 2.1262 yuan of convertible bonds per share, and then converted into the number of convertible bonds at the rate of 100 yuan / piece, each of which is an application unit.
The company has a total share capital of 288753000 A shares, including 6566000 treasury shares. Treasury shares do not enjoy the priority placement right of the original shareholders, that is, the total share capital with the priority placement right of the original shareholders is 282187000 shares. Calculated according to the priority placement proportion of this issuance, the maximum amount of convertible bonds that the original shareholders can give priority to placement is 5999859, accounting for about 999977% of the total amount of convertible bonds issued this time.
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
For details, see the relevant announcement issued by the company on the gem information disclosure website designated by the CSRC.
2、 The proposal on the listing of convertible corporate bonds issued by the company to unspecified objects was deliberated and adopted. The voting results: 7 votes in favor, 0 votes against and 0 abstention.
In accordance with the provisions of relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange gem stock listing rules and the authorization of the company’s second extraordinary general meeting in 2021, the board of directors of the company will apply for the listing of convertible corporate bonds issued this time on Shenzhen Stock Exchange after the completion of this issuance, At the same time, the chairman of the board of directors of the company or the authorized agent designated by the chairman of the board of directors are authorized to handle all specific matters related to the registration and listing of this offering on behalf of the company.
Independent directors have expressed their independent opinions on this proposal.
3、 The proposal on the issuance of convertible corporate bonds by the company to unspecified objects, opening a special account for raised funds and signing a tripartite supervision agreement for raised funds was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention
In order to regulate the management, storage and use of the company’s raised funds and effectively protect the rights and interests of investors, in accordance with relevant laws such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem In accordance with the provisions of laws and regulations, the company’s management system for raised funds and the authorization of the company’s second extraordinary general meeting in 2021, the company will open a special account for raised funds, and sign the corresponding tripartite supervision agreement for raised funds with the bank to be opened and the sponsor (lead underwriter) of this offering to supervise the storage and use of raised funds. The board of directors of the company authorizes the chairman of the company or his designated authorized agent to handle specific matters such as opening a special account for raised funds and signing a tripartite supervision agreement for raised funds on behalf of the company.
Independent directors have expressed their independent opinions on this proposal.
4、 The proposal on confirming the company’s phase I employee stock ownership plan to participate in the subscription of convertible corporate bonds issued by the company to unspecified objects was deliberated and adopted
Mr. Wang Jianxin, Mr. Liu Quan and Mr. Zhu Yiming, the affiliated directors of the proposal, abstained from voting, and the other four non affiliated directors participated in the voting.
Voting results: 4 in favor, 0 against and 0 abstention.
According to the relevant provisions of Jiangsu Yuxing Film Technology Co.Ltd(300305) phase I employee stock ownership plan (Draft), and after the deliberation and approval of the management committee meeting and holder meeting of phase I employee stock ownership plan, the board of directors of the company confirmed that phase I employee stock ownership plan participated in the subscription of convertible corporate bonds issued by the company to unspecified objects, and the source of subscription funds was self financing of the employee stock ownership plan or other methods permitted by laws and regulations.
5、 The proposal on confirming the company’s second phase employee stock ownership plan to participate in the subscription of convertible corporate bonds issued by the company to unspecified objects was reviewed and approved
Voting results: 7 in favor, 0 against and 0 abstention.
According to the relevant provisions of Jiangsu Yuxing Film Technology Co.Ltd(300305) phase II employee stock ownership plan (Draft), and after the deliberation and approval of the management committee meeting and holder meeting of phase II employee stock ownership plan, the board of directors of the company confirmed that phase II employee stock ownership plan participated in the subscription of convertible corporate bonds issued by the company to unspecified objects, and the source of subscription funds was self financing of the employee stock ownership plan or other methods permitted by laws and regulations.
6、 The proposal on confirming the company’s third phase employee stock ownership plan to participate in the subscription of convertible corporate bonds issued by the company to unspecified objects was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
According to the relevant provisions of Jiangsu Yuxing Film Technology Co.Ltd(300305) phase III employee stock ownership plan (Draft), and after the deliberation and approval of the management committee meeting and the holder meeting of phase III employee stock ownership plan, the board of directors of the company confirmed that phase III employee stock ownership plan participated in the subscription of convertible corporate bonds issued by the company to unspecified objects, and the source of subscription funds was self financing of the employee stock ownership plan or other methods permitted by laws and regulations.
It is hereby announced.
Jiangsu Yuxing Film Technology Co.Ltd(300305) board of directors April 7, 2022
