Securities code: 003004 securities abbreviation: Beijing Telesound Electronics Co.Ltd(003004) Beijing Telesound Electronics Co.Ltd(003004)
BEIJING TELESOUND ELECTRONICS CO.,LTD.
Plan for public issuance of convertible corporate bonds
January 2002
Company statement
1. The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents of the plan.
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 investors shall be responsible for the investment risk arising from the public issuance of convertible corporate bonds. 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 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 public offering of convertible corporate bonds. The effectiveness and completion of matters related to the public issuance of convertible corporate bonds described in this plan are subject to the approval or approval of relevant examination and approval authorities.
Important content tips
1、 The public offering of Securities: the public offering of convertible corporate bonds with a total amount of no more than RMB 280 million (including RMB 280 million). The specific issuance scale shall be submitted to the general meeting of shareholders to authorize the board of directors of the company (or the person authorized by the board of directors) to determine within the above limit.
2、 Whether related parties participate in this public offering: the convertible corporate bonds issued this time are subject to priority placement 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 priority placement to the original shareholders shall be submitted to the general meeting of shareholders to authorize the board of directors of the company (or the person authorized by the board of directors) to determine according to the specific conditions at the time of issuance, and shall be disclosed in the issuance announcement of this issuance.
catalogue
The company declares that 1 important content tips 2 catalog 3 interpretation 4 I. description of this issuance meeting the conditions for public issuance of convertible corporate bonds 5 II. Overview of this offering 5 III. financial accounting information and management discussion and Analysis 14 IV. purpose of the raised funds of this public offering of convertible corporate bonds 26 v. profit distribution policy and dividend distribution of the company Vi. statement of the board of directors on the refinancing plan of the company in the next 12 months thirty
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following specific meanings: the issuer, the company, the company refers to Beijing Telesound Electronics Co.Ltd(003004) company, Beijing Telesound Electronics Co.Ltd(003004) this public offering of convertible corporate bonds, the event Bank of this public offering Beijing Telesound Electronics Co.Ltd(003004) proposed public offering of convertible corporate bonds, and this offering
This plan refers to the plan for Beijing Telesound Electronics Co.Ltd(003004) public issuance of convertible corporate bonds
Prospectus refers to the prospectus for Beijing Telesound Electronics Co.Ltd(003004) public issuance of convertible corporate bonds
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
Articles of association means the Beijing Telesound Electronics Co.Ltd(003004) articles of association
General meeting means the general meeting of shareholders of the company
Board of directors means the board of directors of the company
Board of supervisors means the board of supervisors of the company
The reporting period refers to 2018, 2019, 2020 and January September 2021
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan unless otherwise specified
Note: (1) the financial data and financial indicators quoted in this plan, unless otherwise specified, refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data;
(2) Unless otherwise specified, if there are differences in the mantissa between the sum of partial totals and each addend, these differences are caused by rounding.
1、 Description of this issuance meeting the conditions for public issuance of convertible corporate bonds
According to the provisions of 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, Beijing Telesound Electronics Co.Ltd(003004) self-examination item by item in combination with the actual situation, all conditions of the company comply with the relevant provisions of current laws, regulations and normative documents on the public issuance of convertible corporate bonds, The company is qualified and qualified to publicly issue convertible corporate bonds. 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 the company’s shares converted by the convertible corporate bonds in the future will be listed on Shenzhen Stock Exchange.
(II) issuance scale
According to the provisions of 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 280 million (including RMB 280 million). The specific scale shall be submitted to the general meeting of shareholders of the company to authorize the board of directors (or persons authorized by the board of directors) to determine within the above limit, And shall not exceed the issuance scale approved by the CSRC.
(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) bond term
The term of convertible corporate bonds issued this time is 6 years from the date of issuance.
(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 (or the person authorized by the board of directors) to negotiate and determine with the sponsor (lead underwriter) according to national policies, market conditions and specific conditions of the company before issuance.
(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, return the principal at maturity and pay the interest of the last year.
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 held.
The calculation formula of annual interest is: I = B × i
1: Means 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 registration date of interest paying creditor’s rights 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) This convertible corporate bond adopts the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of this convertible corporate bond issuance.
(2) Interest payment date: the interest payment date of each year is the date of each full year from the first day of the issuance of convertible corporate bonds. If the day is a legal holiday or rest day, it shall be postponed to the next trading day without additional interest. Every two adjacent interest payment days is an interest year.
(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 applied for conversion into the company’s shares before the interest payment creditor’s rights registration date (including the interest payment creditor’s rights registration date), the company will no longer pay the interest of the current interest year and subsequent interest years to its holders.
(4) The tax payable on the interest income obtained by the bondholders of the convertible company shall be borne by the bondholders of the convertible company.
(VII) term of share conversion
The conversion period of the 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 the convertible corporate bonds.
(VIII) 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 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 these 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 (or the person authorized by the board of directors) to negotiate and determine with the sponsor (lead underwriter) according to the market and the specific situation of the company before issuance.
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 (two decimal places shall be reserved, and the last one shall be rounded):
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 are 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 in turn, 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 measures and the 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 holder’s application for conversion shall be executed according to the adjusted conversion price of the company.
When the company’s share repurchase, merger, division or any other circumstances may change the class, number 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, act in a fair and just manner The conversion price shall be adjusted according to 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.
(IX) 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 scheme for the conversion price and submit it to the shareholders’ meeting of the company for deliberation and voting.
The above scheme 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, shareholders holding convertible corporate bonds issued this time shall withdraw. The revised conversion price shall not be lower than the higher of 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 assets per share and par value of 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
If the company decides to revise the conversion price downward, the company will publish the announcement of the resolution of the general meeting of shareholders on the information disclosure newspapers and Internet websites 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 conversion price correction date), the application for conversion shall be resumed and the corrected conversion price shall be implemented. If the correction date of the share conversion price is on or after the share conversion application date and before the share conversion registration date, such share conversion application shall be executed according to the corrected share conversion price.
(x) determination method of the number of converted shares
book
