Securities code: 3007
Plan for issuing convertible corporate bonds to unspecified objects April 2002
Issuer statement
1. The company and all members of the board of directors guarantee that the contents of this 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 this plan.
2. After the issuance of convertible corporate bonds to unspecified objects is completed, 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 and approval of the audit and registration departments on matters related to the issuance of convertible corporate bonds to unspecified objects. The effectiveness and completion of matters related to the issuance of convertible corporate bonds to unspecified objects can only be implemented after the deliberation of the general meeting of shareholders of the company and the review of the issuance and listing of Shenzhen Stock Exchange and reported to the CSRC for registration, and the final scheme registered by the CSRC shall prevail.
catalogue
The issuer declares that 1 catalog 2 interpretation 4 I. The issuance complies with the laws, regulations and normative documents on the conditions for gem to issue securities to unspecified objects 5 II. Overview of this offering five
(I) types of securities issued five
(II) issuance scale five
(III) face value and issue price five
(IV) bond term five
(V) coupon rate five
(VI) term and method of repayment of principal and interest six
(VII) term of share conversion seven
(VIII) determination and adjustment of share conversion price seven
(IX) downward correction clause of share conversion price eight
(x) how to determine the number of shares to be converted and how to deal with the amount of less than one share at the time of conversion nine
（11） Redemption terms nine
（12） Resale clause ten
（13） Ownership of relevant dividends in the year of share conversion eleven
（14） Distribution method and object eleven
（15） Arrangements for placing to the original shareholders twelve
（16） Matters related to bondholders’ meeting twelve
（17） Purpose of raised funds fourteen
（18） Guarantee matters fourteen
（19） Rating matters fourteen
（20） Deposit of raised funds fifteen
（21） The validity period of this issuance plan fifteen
3、 Financial accounting information and management discussion and Analysis fifteen
(I) financial statements for the last three years fifteen
(II) changes in the consolidation scope of the consolidated statements twenty-three
(III) main financial indicators of the company during the reporting period twenty-three
(IV) analysis of the company’s financial situation 24 IV. purpose of the raised funds of this public offering of convertible corporate bonds 28 v. profit distribution policy and profit distribution of the company twenty-eight
(I) profit distribution policy twenty-nine
(II) profit distribution of the company in recent three years Vi. statement of the board of directors on the refinancing plan of the company in the next 12 months thirty-two
interpretation
Unless otherwise specified, the following abbreviations and terms have the following meanings in this plan: Zhe Kuang Heavy Industry Co.Ltd(300837) , company and listing refer to Zhe Kuang Heavy Industry Co.Ltd(300837) company and issuer
This issuance refers to the company’s issuance of convertible corporate bonds to unspecified objects, and the raised funds do not exceed 320 million yuan (including this amount)
This plan refers to the plan of Zhe Kuang Heavy Industry Co.Ltd(300837) issuing convertible corporate bonds to unspecified objects
Convertible bonds refer to convertible corporate bonds
A share refers to RMB common shares listed in China
CSRC and CSRC refer to the China Securities Regulatory Commission
General meeting of shareholders refers to Zhe Kuang Heavy Industry Co.Ltd(300837) general meeting of shareholders
Board of directors refers to Zhe Kuang Heavy Industry Co.Ltd(300837) board of directors
Board of supervisors refers to Zhe Kuang Heavy Industry Co.Ltd(300837) board of supervisors
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
The articles of association refers to the Zhe Kuang Heavy Industry Co.Ltd(300837) articles of association
Prospectus refers to the prospectus for Zhe Kuang Heavy Industry Co.Ltd(300837) issuing convertible corporate bonds to unspecified objects
The reporting period and the last three years refer to 2019, 2020 and 2021
The end of each reporting period refers to December 31, 2019, December 31, 2020 and December 31, 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, 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.
If there is any difference in the mantissa between the sum of some total numbers and each detailed number in this plan, it is caused by rounding.
1、 The issuance complies with the laws, regulations and normative documents on the conditions for gem to issue securities to unspecified objects
In accordance with 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 and registration of companies listed on the gem (for Trial Implementation) and other laws and regulations, the board of directors conducted self-examination and demonstration on the actual situation and related matters of Zhe Kuang Heavy Industry Co.Ltd(300837) one by one, It is considered that all conditions of the company meet the relevant provisions of the current laws and regulations and normative documents on the issuance of convertible corporate bonds by the gem to unspecified objects, and have the conditions for the issuance of convertible corporate bonds by the gem to unspecified objects. 2、 Overview of this offering (I) types of securities issued
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. The convertible bonds and A-share shares to be converted in the future will be listed on the Shenzhen Stock Exchange. (II) issuance scale
According to relevant laws and regulations and the company’s current financial situation and investment plan, the total amount of funds raised in this issuance shall not exceed RMB 320 million (including this amount). The specific amount of funds raised shall be determined by the board of directors authorized by the general meeting of shareholders within the above limit. (III) face value and issue price
The convertible corporate bonds issued this time are issued at face value, with each face value of RMB 100.
(IV) bond term
The term of the convertible bonds issued this time is six years from the date of issuance. (V) coupon rate
The determination method of the coupon rate of the convertible 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 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 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 bonds for each full year from the first date of issuance of convertible bonds according to the total face value of the convertible bonds held.
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 bonds held by the holders of convertible bonds issued this time on the registration date of interest payment 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 bonds in the current year.
2. 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.
(2) Interest payment date: the interest payment date of each year is the date of each full year from the first day of this convertible bond issuance. 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 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 the convertible bonds applied 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 bonds shall be borne by the holders. (VII) term of share conversion
The conversion period of the convertible bonds issued this time starts from the first trading day after the expiration of six months from the date of the issuance of the convertible bonds to the maturity date of the convertible bonds. Bondholders have the option to convert shares or not, and become shareholders of the company on the day after the conversion. (VIII) determination and adjustment of share conversion price
1. Determination of initial conversion price
The initial conversion price of the convertible bonds issued this time shall not be lower than the average trading price of the company’s A-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 A-Shares on the previous trading day, 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 to negotiate and determine with the sponsor (lead underwriter) according to the market and the specific situation of the company before issuance. At the same time, the initial conversion price shall not be lower than the audited net assets per share and the par value of shares in the latest period.
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, if the company distributes stock dividends, increases its share capital, issues new shares (excluding the increased share capital due to the conversion of convertible bonds into shares), allots shares and distributes cash dividends, the conversion price will be adjusted according to the following formula (retain two decimal places and round the last one):
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 adjusted conversion price, P0 is the conversion price before the adjustment, n is the share delivery rate or share capital conversion rate, K is the new share issuance rate or share allotment rate, a is the new share price or share 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 relevant announcements on the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment, adjustment method and suspension period (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible 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 repurchases (except for share repurchases due to employee stock ownership plans, equity incentives or necessary to safeguard the company’s value and shareholders’ interests), mergers, divisions or any other circumstances that 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 bonds issued this time or the derivative rights and interests of convertible 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 bonds issued this time. The adjustment contents and operation methods of the conversion price will be in accordance with the relevant national laws and regulations at that time, the relevant regulations of the securities regulatory authorities and the Shenzhen Stock Exchange
