Securities code: 003004 securities abbreviation: Beijing Telesound Electronics Co.Ltd(003004) Announcement No.: 2022-002 Beijing Telesound Electronics Co.Ltd(003004)
Announcement of the resolution of the 10th meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Beijing Telesound Electronics Co.Ltd(003004) (hereinafter referred to as “the company”) notified all supervisors of the tenth meeting of the Fourth Board of supervisors on January 3, 2022. The meeting was held in the company’s conference room on January 6, 2022 in the form of on-site meeting. There were 3 supervisors and 3 supervisors. Mr. Ji Jinglin, chairman of the board of supervisors of the company, presided over the meeting, and some senior managers attended the meeting as nonvoting delegates.
The meeting of the board of supervisors was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
The meeting considered and adopted the following resolutions:
1. The proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds was deliberated and adopted
The board of supervisors believes that, in accordance with 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, the company has conducted self-examination item by item in combination with the actual situation, and all conditions of the company comply with the relevant provisions on the public issuance of convertible corporate bonds in the current laws, regulations and normative documents, The company is qualified and qualified to publicly issue convertible corporate bonds. Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
2. The proposal on the company’s public issuance of convertible corporate bonds was deliberated and adopted
2.1 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.
Voting results: 3 in favor, 0 against and 0 abstention.
2.2 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.
Voting results: 3 in favor, 0 against and 0 abstention.
2.3 par value and issue price
The face value of each convertible corporate bond issued this time is RMB 100, which is issued at face value.
Voting results: 3 in favor, 0 against and 0 abstention.
2.4 bond term
The term of convertible corporate bonds issued this time is 6 years from the date of issuance.
Voting results: 3 in favor, 0 against and 0 abstention.
2.5 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.
Voting results: 3 in favor, 0 against and 0 abstention.
2.6 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.
Voting results: 3 in favor, 0 against and 0 abstention.
2.7 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.
Voting results: 3 in favor, 0 against and 0 abstention.
2.8 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.
Voting results: 3 in favor, 0 against and 0 abstention.
2.9 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.
Voting results: 3 in favor, 0 against and 0 abstention.
2.10 determination method of 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 calculation method of share conversion quantity Q is q = V / P, and the integer multiple of one share is taken by the tailing method, where: V refers to the total face value of convertible corporate bonds applied for share conversion by the holders of convertible corporate bonds; P refers to the conversion price effective on the date of application for conversion. The shares to be converted by the holders of convertible corporate bonds shall be integer shares. After the convertible bondholders apply for share conversion, if the remaining convertible corporate bonds are not enough to be converted into one share, the company will cash the face balance of this part of convertible corporate bonds and the corresponding accrued interest for the current period within five trading days after the convertible bondholders convert their shares in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments.
Voting results: 3 in favor, 0 against and 0 abstention.
2.11 redemption terms
① Maturity redemption clause
Within five trading days after the expiration 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 determined by the board of directors authorized by the general meeting of shareholders (or the person authorized by the board of directors) through consultation with the sponsor (lead underwriter) according to the market conditions at the time of issuance.
② Conditional redemption clause
During the conversion period of convertible corporate bonds, 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 in 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 30 consecutive trading days is not less than 130% (including 130%) of the current conversion price;
(2) When the balance of convertible corporate bonds issued this time 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: It refers to the interest bearing days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest bearing year (the beginning does not count the end).
If the conversion price has been adjusted within the above 30 trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the adjusted conversion price and closing price on the trading day after the adjustment.
Voting results: 3 in favor, 0 against and 0 abstention.
2.12 resale terms
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 thirty consecutive trading days is lower than 70% of the current conversion price, the convertible corporate bond holders 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 bonus shares, conversion of 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, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment, On the adjusted trading day, it shall be calculated according to the adjusted conversion price and closing price. 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.
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