Securities code: Bear Electric Appliance Co.Ltd(002959) securities abbreviation: Bear Electric Appliance Co.Ltd(002959) Bear Electric Appliance Co.Ltd(002959)
(registered address: No. 5-2-1, Fu’an intensive industrial zone, Fuyu village committee, Leliu street, Shunde District, Foshan City)
Plan for issuing convertible corporate bonds to unspecified objects (Revised Version)
April, 2002
Company 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 are responsible for any false records, misleading statements or major omissions in this plan.
2. After the issuance of convertible corporate bonds to unspecified objects, the company shall be responsible for the changes in the company’s operation and income; The investor shall be responsible for the investment risk caused by the issuance of convertible corporate bonds to unspecified objects.
3. This plan is the explanation of the board of directors of the company on the issuance of convertible corporate bonds to unspecified objects. 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 issuance of convertible corporate bonds to unspecified objects. The effectiveness and completion of the matters related to the issuance of convertible corporate bonds to unspecified objects described in this plan have yet to be approved or approved by the relevant examination and approval authorities.
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following meanings:
Bear Electric Appliance Co.Ltd(002959) , company and issuer refer to Bear Electric Appliance Co.Ltd(002959)
This issuance refers to the company’s issuance of convertible corporate bonds to unspecified objects
Convertible corporate bonds and convertible bonds refer to the convertible corporate bonds issued by the company to unspecified objects this time
Bondholders’ meeting rules refer to the bondholders’ meeting rules of Bear Electric Appliance Co.Ltd(002959) convertible company
This plan refers to the plan of Bear Electric Appliance Co.Ltd(002959) issuing convertible corporate bonds to unspecified objects
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
Articles of association refers to Bear Electric Appliance Co.Ltd(002959) articles of association
The reporting period, the last three years and the first period refer to 2018, 2019, 2020 and January September 2021
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Note: unless otherwise specified in this plan, all values shall retain 2 decimal places. If the total number is inconsistent with the mantissa of the sum of all itemized values, it is caused by rounding.
Important tips
1. Name and method of securities to be issued this time: Bear Electric Appliance Co.Ltd(002959) intends to issue convertible corporate bonds with a total amount of no more than RMB 536 million (including this amount) to unspecified objects. 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 issuance to unspecified objects: the convertible corporate bonds issued this time are preferentially placed to the original shareholders of the company, and the original shareholders have the right to waive the placement 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.
According to the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies and other laws, regulations and normative documents, the company conducted self-examination item by item in combination with the actual situation. All conditions of the company comply with the relevant provisions of the current laws, regulations and normative documents on the issuance of convertible corporate bonds to unspecified objects, and the company is qualified and qualified to issue convertible corporate bonds to unspecified objects. 2、 Overview of this offering
(I) types of securities issued this time
The type of securities issued this time is convertible corporate bonds that can be converted into company shares. The convertible corporate bonds and future convertible stocks will be listed on the Shenzhen Stock Exchange.
(II) issuance scale
In accordance with relevant laws and regulations and in combination with the company’s financial situation and investment plan, the total amount of convertible corporate bonds issued this time shall not exceed RMB 536 million (including this amount). The specific amount of convertible corporate bonds shall be submitted to the general meeting of shareholders of the company to authorize the board of directors of the company to determine within the above limit.
(III) duration of convertible corporate bonds
According to the relevant regulations and the implementation schedule of the project to be invested by the funds raised from the convertible corporate bonds of the company, combined with the issuance scale of the convertible corporate bonds and the future operation and finance of the company, the term of the convertible corporate bonds issued this time is 6 years from the date of issuance.
(IV) 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.
(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 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
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
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 coupon rate of convertible corporate bonds in the current year.
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.
(VIII) 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 face balance of this part of convertible corporate bonds and the corresponding accrued interest of the current period within five trading days after the date of share conversion of convertible corporate bondholders.
(IX) determination and adjustment of share conversion price
1. Determination of 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 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 average 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 specific initial conversion price shall be determined by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) according to the market conditions and the specific situation of the company before issuance.
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.
2. Adjustment method and calculation formula of conversion price
After this issuance, when the company sends bonus shares, converts to increased share capital, issues new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allots shares and distributes cash dividends, the company will adjust the conversion price according to the sequence of the above conditions (retain two decimal places and round the last one). The specific adjustment methods are as follows:
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: P1 is the effective conversion price after adjustment, P0 is the conversion price before adjustment, n is the share distribution rate or conversion rate, K is the rate of additional shares or allotment rate, a is the new share price or 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 the announcement of the conversion price adjustment on the information disclosure media of listed companies designated by the CSRC, and specify the date of the conversion price adjustment, the adjustment method 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 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 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 clause of share 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 for voting. 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 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 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 the 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. Correction procedure
When the company revises the conversion price downward, the company 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. The application for share conversion shall be resumed from the first trading day after the equity registration date (i.e. the correction date of share conversion price), 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） Redemption clause
1. Maturity redemption clause
Within five trading days after the maturity of the convertible corporate bonds issued this time, the company will redeem all the convertible corporate bonds that have not been converted into shares. The specific redemption price shall be submitted to the general meeting of shareholders to authorize the board of directors of the company to negotiate and determine with the sponsor (lead underwriter) according to the market conditions during this issuance.
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 convertible corporate bonds that have not been converted according to the face value of the bonds plus the accrued interest of the current period:
(1) During the conversion period, if the closing price of the company’s shares on at least 15 trading days in any continuous 30 trading days is not lower than 130% (including 130%) of the current conversion price;
(2) When the convertible company issued this time
