Securities code: Lets Holdings Group Co.Ltd(002398) securities abbreviation: Lets Holdings Group Co.Ltd(002398) announcement No.: 2022014 Lets Holdings Group Co.Ltd(002398)
Announcement of resolutions of the 20th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Notice, convening and convening of the meeting
Lets Holdings Group Co.Ltd(002398) (hereinafter referred to as “the company”) the 20th meeting of the Fifth Board of supervisors (hereinafter referred to as “the meeting”) was held at 3 p.m. on April 18, 2022 in the company conference room on the 11th floor of Jianshe science and technology building, No. 62 Hubin South Road, Xiamen City. The meeting was convened and presided over by Ruan Minquan, chairman of the board of supervisors. The notice of the meeting was sent to all supervisors and the Secretary of the board of directors by OA mail, e-mail, fax and other means on April 16, 2022. Three supervisors should be present at this meeting and three actually present. The convening and convening of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
2、 Meeting resolution
The meeting adopted open ballot to vote on the proposals and formed the following resolutions:
(I) the proposal on further clarifying the specific plan for public issuance of convertible corporate bonds was deliberated and adopted item by item;
The China Securities Regulatory Commission (hereinafter referred to as “CSRC”) issued the reply on approving Lets Holdings Group Co.Ltd(002398) public issuance of convertible corporate bonds (zjxk [2022] No. 409) on February 28, 2022, approving the company to publicly issue convertible corporate bonds with a total face value of 396.3 million yuan for a period of 6 years.
The company held the 25th meeting of the Fifth Board of directors and the second extraordinary general meeting of shareholders in 2022 on February 21, 2022 and March 9, 2022 respectively, and deliberated and adopted the proposal on extending the validity of the resolution of the general meeting of shareholders on the public issuance of convertible corporate bonds Proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors and its authorized persons to handle matters related to the public issuance of convertible corporate bonds and other proposals related to the issuance of convertible bonds. Within the scope of authorization of the general meeting of shareholders, the board of directors of the company, in accordance with relevant laws and regulations and the requirements of securities regulatory authorities, and in combination with the actual situation of the company, further clarified the specific scheme of this public offering of convertible corporate bonds as follows:
1. Issuance scale
The total amount of funds raised by the convertible bonds to be issued this time is RMB 396.3 million, and the number of issued bonds is 3.963 million.
The voting result was: 3 in favor, 0 against and 0 abstention.
2. Bond term
The term of the convertible bonds issued this time is six years from the date of issuance, i.e. from April 21, 2022 to April 20, 2028.
The voting result was: 3 in favor, 0 against and 0 abstention.
3. Bond interest rate
0.40% in the first year, 0.60% 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.
The voting result was: 3 in favor, 0 against and 0 abstention.
4. Interest payment method
① The convertible 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 convertible bonds issuance, i.e. April 21, 2022 (t day).
② Interest payment date: the interest payment date of each year is the date of each full year from the first day of issuance of convertible corporate bonds (April 21, 2022, t day). 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. The voting result was: 3 in favor, 0 against and 0 abstention.
5. Conversion period
The convertible bond to equity period of this issuance starts from the date of the end of the issuance of convertible bonds (April 27, 2022, t + 4)
From the first trading day after the expiration of 6 months from (date) to the maturity date of convertible bonds, i.e. from October 27, 2022 to April 20, 2028 (in case of legal holidays or rest days, it shall be extended to the first working day thereafter; the interest payment during the extended period shall not be calculated separately).
The voting result was: 3 in favor, 0 against and 0 abstention.
6. Determination of initial conversion price
The initial conversion price of the convertible corporate bonds issued this time is 7.82 yuan / share, which is not lower than the higher of the average trading price of the company’s shares on the 20 trading days before the date of publication of the prospectus and the average trading price of the company’s shares on the previous trading day.
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.
The voting result was: 3 in favor, 0 against and 0 abstention.
7. 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 to shares from investors at the price of 115% (including the last interest) of the face value of the convertible bonds.
The voting result was: 3 in favor, 0 against and 0 abstention.
8. Issuing method and object
The convertible bonds issued this time will be preferentially placed to the original shareholders registered by CSDCC Shenzhen Branch after the closing of the market on the equity registration date (April 20, 2022, t-1). The balance after the priority placement of the original shareholders (including the part of the original shareholders giving up the priority placement) will be issued to the public investors through the online trading system of Shenzhen Stock Exchange. The part of the subscription amount of this issuance less than 396.3 million yuan shall be underwritten by Guotai Junan Securities Co.Ltd(601211) .
(1) Priority placement to the original A-share shareholders of the issuer: 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 20, 2022, t-1).
(2) Online issuance: natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding securities accounts of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “CSDCC Shenzhen Branch”) (except those prohibited by national laws and regulations).
(3) The self operated account of the underwriting syndicate issued this time shall not participate in online subscription.
The voting result was: 3 in favor, 0 against and 0 abstention.
9. Arrangement of placing to original shareholders
(1) Number of convertible bonds that can be preferentially placed by the original A-share shareholders
The number of convertible bonds that can be preferentially placed by the original A-share shareholders is the number of A-share shares of the issuer registered after the closing of the market on the equity registration date (t-1 day). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds with a face value of 0.5502 yuan per share, and converted into the number of convertible bonds at the rate of 100 yuan / piece. Each piece is an application unit, that is, Jiangling Motors Corporation Ltd(000550) 2 convertible bonds per share.
The issuer has a total share capital of 720230406 A shares (no treasury shares), and the share capital that can participate in the preferred placement of this issuance is 720230406. According to the proportion of preferred placement in this issuance, the total upper limit of convertible bonds that can be preferentially placed by the original A-share shareholders is 3962707, accounting for about 999926% of the total amount of convertible bonds issued this time. Since less than one piece is executed in accordance with the business guidelines of securities issuers of CSDCC Shenzhen Branch, the total number of final priority placements may be slightly different.
(2) In addition to participating in the priority placement, the original A-share shareholders can also participate in the subscription of the balance after the priority placement. (3) The preferential subscription of the original A-share shareholders is carried out through the trading system of Shenzhen Stock Exchange, the placing code is “082398”, and the placing is referred to as “leizhi bond distribution”. If the number of convertible bonds subscribed by the original shareholders for online priority placement is less than 1, it shall be implemented in accordance with the business guidelines of the securities issuer of CSDCC Shenzhen Branch, that is, the number of preferred subscriptions less than 1 shall be sorted according to the size of the number, and the small number shall be carried forward to the large number of original shareholders participating in the priority subscription, so as to achieve the minimum bookkeeping unit of 1, which shall be carried out in a circular manner until all allocations are completed.
If the ” Lets Holdings Group Co.Ltd(002398) ” shares held by the original shareholders are deposited in two or more securities business departments, the number of shares that can be subscribed shall be calculated based on the shares deposited in each business department, and the placement and subscription must be carried out in the corresponding securities business department in accordance with the business guidelines of securities issuers of CSDCC Shenzhen Branch.
The voting result was: 3 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on public issuance of convertible corporate bonds for listing; The voting result was: 3 in favor, 0 against and 0 abstention.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange and other laws, regulations and normative documents, the board of directors of the company will handle the matters related to the listing of convertible corporate bonds in Shenzhen Stock Exchange after the issuance of convertible corporate bonds is completed in accordance with the authorization of the general meeting of shareholders, And authorize the company’s management and its authorized representative to handle specific matters.
(III) deliberated and passed the proposal on opening a special account for funds raised by public issuance of convertible corporate bonds and signing a supervision agreement for funds raised; The voting result was: 3 in favor, 0 against and 0 abstention.
In order to standardize the deposit, use and management of the company’s raised funds and effectively protect the rights and interests of investors, the company will open a special account for raised funds in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the company’s measures for the administration of raised funds, It is used for the special storage and use of the funds raised by the public offering of convertible corporate bonds. And sign a supervision agreement on the raised funds with the recommendation institution (lead underwriter) and the opening bank of the special account for raised funds to supervise the storage and use of the raised funds. At the same time, the board of directors of the company authorizes the management of the company and its authorized designated personnel to sign the supervision agreement on raised funds with the above-mentioned sponsors (lead underwriters) and banks.
It is hereby announced.
Lets Holdings Group Co.Ltd(002398) board of supervisors April 19, 2002
