Securities code: Suzhou Huaya Intelligence Technology Co.Ltd(003043) securities abbreviation: Suzhou Huaya Intelligence Technology Co.Ltd(003043) Suzhou Huaya Intelligence Technology Co.Ltd(003043) Suzhou Huaya Intelligence Technology Co., Ltd
(address: No. 58, Chunxing Road, Caohu Industrial Park, Xiangcheng Economic Development Zone, Suzhou)
Plan for public issuance of convertible corporate bonds
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 confirm that there are no false records, misleading statements or major omissions.
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 caused by this public offering 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 the matters related to the public issuance of convertible corporate bonds described in this plan need to be deliberated and approved by the general meeting of shareholders and the CSRC.
Important content tips
The way of this public offering of Securities: convertible corporate bonds (hereinafter referred to as "this offering") with a total public offering of no more than 340 million yuan (including 340 million yuan).
Whether related parties participate in this issuance: this public issuance of convertible corporate bonds will give the original shareholders the priority of placing, and the original shareholders have the right to waive the right of placing. The specific priority placement proportion shall be submitted to the general meeting of shareholders of the company to authorize the board of directors or the authorized person of the board of directors to determine according to the specific situation, and shall be disclosed in the issuance announcement of convertible corporate bonds.
interpretation
Unless otherwise specified in this plan, the following abbreviations have the following meanings: company, listed company, issuer, Huazhi Suzhou Huaya Intelligence Technology Co.Ltd(003043) ASI
This issuance and this public offering convertible Suzhou Huaya Intelligence Technology Co.Ltd(003043) plans to issue convertible corporate bonds not exceeding 340 million yuan (including 340 million yuan)
This plan refers to the plan for Suzhou Huaya Intelligence Technology Co.Ltd(003043) public issuance of convertible corporate bonds
General meeting of shareholders, board of directors and board of supervisors refer to Suzhou Huaya Intelligence Technology Co.Ltd(003043) general meeting of shareholders, board of directors and board of supervisors
Raised investment projects and raised capital investment projects refer to the investment projects raised by the public issuance of convertible corporate bonds
Rules of bondholders' meeting refers to the rules of bondholders' meeting of Suzhou Huaya Intelligence Technology Co.Ltd(003043) convertible companies
Convertible corporate bond prospectus / refers to the Suzhou Huaya Intelligence Technology Co.Ltd(003043) public offering convertible prospectus for corporate bond prospectus
The articles of association refers to the Suzhou Huaya Intelligence Technology Co.Ltd(003043) articles of association
The reporting period and the last three years refer to 2019, 2020 and 2021
CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
With the approval of the CSRC, ordinary shares with a par value of RMB 1.00 per share are issued to domestic investors, listed on the domestic securities A-share index exchange, subscribed and traded in RMB
Day means calendar day
RMB, 10000 yuan, 100 million yuan, yuan / share index RMB, 10000 yuan, 100 million yuan, RMB / share
explain:
(1) Unless otherwise specified, the financial data and financial indicators quoted in this plan 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 is a difference in the mantissa between the sum of part of the total and each addend, it is caused by rounding.
catalogue
The company declares that 1 important content tips 2 interpretation 3 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 15 IV. purpose of the raised funds of this issuance of convertible corporate bonds 31 v. profit distribution policy and dividend distribution of the company thirty-two
1、 Description of this issuance meeting the conditions for public issuance of convertible corporate bonds
According to the relevant 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, the measures for the administration of convertible corporate bonds and other laws, regulations and normative documents, the company has carried out self-examination item by item in combination with its own business situation and relevant matters, and believes that the company meets the conditions for public issuance of convertible corporate bonds stipulated in the current relevant laws and regulations, Meet the conditions for public issuance of 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 A-Shares of the company. The convertible corporate bonds and A-Shares of the company to be converted in the future will be listed on the Shenzhen Stock Exchange.
(II) issuance scale
According to relevant laws and regulations and in combination with the company's financial situation and investment plan, the total amount of funds to be raised from the public offering of convertible corporate bonds is no more than RMB 340 million (including RMB 340 million). The specific issuance 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.
(III) bond term
The term of convertible corporate bonds issued this time is six 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) coupon rate
The coupon rate of convertible corporate bonds issued this time shall be submitted to the general meeting of shareholders of the company to authorize the board of directors or the authorized person of the board of directors to negotiate and determine with the sponsor and lead underwriter according to national policies, market conditions and specific conditions of the company.
(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, and return the principal and interest of the last year when due.
1. Annual interest calculation
The interest in the interest bearing year (hereinafter referred to as "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 interest payment method of convertible corporate bonds is once a year, and the starting date of interest calculation is the first day of issuance of convertible corporate bonds. The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders 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 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. The interest year is between two adjacent interest payment days.
The ownership of interest and dividends in the year of share conversion shall be determined by the board of directors of the company in accordance with relevant laws and regulations and the provisions of Shenzhen Stock Exchange.
(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 convertible corporate bonds that apply for conversion into 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.
(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 of convertible corporate bonds to the maturity date of convertible corporate bonds.
(VIII) determination of 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 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 or the person authorized by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor and the lead underwriter according to the market conditions and the specific situation of the company.
The average trading price of the company's shares in the 20 trading days before the announcement date of the prospectus = the total trading volume of the company's shares in the 20 trading days before the announcement date of the prospectus / the total trading volume of the company's shares in the 20 trading days; The average trading price of the company's shares on the trading day before the announcement date of the prospectus = the total trading volume of the company's shares on the trading day before the announcement date of the prospectus / the total trading volume of the company's shares on that day.
(IX) adjustment and calculation method of share conversion price
After this issuance, if the company distributes 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 cumulatively adjust the conversion price according to the sequence of the above conditions. The specific adjustment methods are as follows:
Assuming that the conversion price before adjustment is P0, the bonus share or conversion to increased share capital ratio per share is n, the additional shares or allotment ratio per share is k, the new share price or allotment price per share is a, the cash dividend per share is D, and the conversion price after adjustment is p (the adjusted value retains two decimal places, and the last digit is rounded), then:
Distribution of bonus shares or conversion to share capital: P = P0 / (1 + n);
Additional shares or allotment: P = (P0 + a) × K）/（1＋K）；
The above two items are carried out simultaneously: P = (P0 + A × K）/（1+N+K）；
Distribution of cash dividends: P = p0-d;
When three items are carried out simultaneously: P = (p0-d + a) × K）/（1＋N＋K）。
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 share conversion price is on or after the application date for share conversion of the holders of convertible corporate bonds issued this time and before the registration date of the converted shares, the holders' application for share conversion shall be executed according to the adjusted share conversion price of the company.
When the company may have share repurchase, merger, division or any other circumstances, which may change the class, quantity and / or shareholder's 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 of 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 general meeting of shareholders of the company 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, shareholders holding convertible corporate bonds issued by the company this time 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 general meeting of shareholders and the previous price
