Securities code: 003036 securities abbreviation: Zhejiang Taitan Co.Ltd(003036) Zhejiang Taitan Co.Ltd(003036)
Zhejiang Taitan Co.,Ltd.
(No. 99 Titan Avenue, Qixing street, Xinchang County, Zhejiang Province)
Plan for public issuance of convertible corporate bonds
January 2002
Issuer 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 liabilities for the authenticity, accuracy and integrity of its contents.
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 risks 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 the matters related to the public issuance of convertible corporate bonds described in the plan have yet to be approved or approved by the relevant examination and approval authorities.
6. If the plan involves investment benefit or performance prediction, it does not constitute the company's commitment to any investor and related persons. Investors and related persons should understand the differences between the plan, prediction and commitment and pay attention to investment risks.
Important tips
1. Name and method of securities issued this time: Zhejiang Taitan Co.Ltd(003036) convertible corporate bonds with a total amount of no more than RMB 295.5 million (including this amount) are proposed to be publicly issued. The specific issuance scale shall be submitted to the general meeting of shareholders to authorize the board of directors to determine within the above scope.
2. Whether related parties participate in this public offering: the convertible corporate bonds issued this time are preferentially placed to Zhejiang Taitan Co.Ltd(003036) original shareholders, who have the right to waive the placement right. The specific proportion and quantity of preferential placement to the original shareholders shall be submitted to the general meeting of shareholders of the company to authorize the board of directors to determine according to the market conditions before issuance, and shall be disclosed in the issuance announcement of convertible corporate bonds.
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following meanings: Zhejiang Taitan Co.Ltd(003036) , the company, the issuer and the joint stock company
Titan investment refers to Shaoxing Titan Investment Co., Ltd., the controlling shareholder of the company
This public offering refers to the issue of convertible corporate bonds of no more than 295.5 million yuan (including this amount) to be publicly issued by the company
Plan. This plan refers to the plan for Zhejiang Taitan Co.Ltd(003036) public issuance of convertible corporate bonds
Board of directors means the Zhejiang Taitan Co.Ltd(003036) board of directors
General meeting means Zhejiang Taitan Co.Ltd(003036) general meeting of shareholders
Lixin certified public accountants refers to the prospectus and instructions for Zhejiang Taitan Co.Ltd(003036) public offering of convertible corporate bonds raised by Lixin Certified Public Accountants (special general partnership)
Articles of association means the Zhejiang Taitan Co.Ltd(003036) current articles of association
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
The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies
CSRC and CSRC refer to the stock exchange of China Securities Regulatory Commission and Shenzhen Stock Exchange
The reporting period refers to 2018, 2019, 2020 and January September 2021
The end of each reporting period refers to December 31, 2018, December 31, 2019, December 31, 2020 and September 30, 2021
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
Note: unless otherwise specified, all values in this report retain 2 decimal places. If the total is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
1、 Explanation that this offering meets the conditions for public offering of securities in the measures for the administration of securities issuance of listed companies
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 by listed companies and other laws, regulations and normative documents of the CSRC, Zhejiang Taitan Co.Ltd(003036) self-examination item by item in combination with the actual situation, it is considered that 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. 2、 Overview of this offering
(I) type of securities issued and place of listing
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-share shares to be converted in the future will be listed on Shenzhen Stock Exchange.
(II) issuance scale
The total amount of funds raised by convertible corporate bonds to be issued this time shall not exceed RMB 295.5 million (including this amount). The specific amount of funds raised shall be submitted to the general meeting of shareholders of the company to authorize the board of directors to determine within the above limit.
(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) duration
The duration of the 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 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, and return the principal and last year's interest of all convertible corporate bonds that have not been converted into shares at maturity.
1. Calculation of annual interest
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 current year's coupon rate of convertible corporate bonds.
2. Interest payment method
(1) The convertible corporate 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 issuance 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 date of 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 holders of convertible corporate bonds shall be borne by the 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 and adjustment of share conversion price
1. Basis for determining the 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 on the 20 trading days before the announcement date of the prospectus 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 authorized by the general meeting of shareholders through negotiation with the sponsor (lead underwriter) according to the market and the specific situation of the company.
If the share price has been adjusted due to ex right and ex interest within the above 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 interest adjustment.
Among them, 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 20 trading days; The average trading price of the company's shares in the previous trading day = the total trading volume of the company's shares in the previous trading day / the total trading volume of the company's shares in that day.
2. Adjustment method and calculation formula of share conversion price
After this issuance, when the company's shares change due to bonus shares, conversion to increased share capital, additional issuance of new shares or allotment, dividend distribution, etc. (excluding the increased share capital due to the conversion of convertible corporate bonds), the conversion price will be adjusted accordingly (two decimal places shall be reserved, and the last one shall be rounded). The specific adjustment methods are as follows:
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 distribution: P1 = p0-d;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k）/（1+n+k）
Where: P1 is the conversion price after adjustment, P0 is the conversion price before adjustment, n is the share distribution 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 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 may have share repurchase, company 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, as the case may be, follow the principles of fairness, impartiality The conversion price shall be adjusted according to the principle of fairness and the principle of fully protecting the rights and interests of bondholders of convertible companies. 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. Revision authority and revision 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 20 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 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 trading price of the company's shares 1 trading day before the date of the shareholders' meeting. 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. Amendment 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 of listed companies designated by the CSRC, announcing the revision 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) method for determining 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 number of shares converted = the total par value of convertible corporate bonds applied for share conversion by the holders of convertible corporate bonds / the effective share conversion price on the day of application for share conversion, and take the integer multiple of one share by the tailing method.
The shares to be converted by the holders of convertible corporate bonds shall be integer shares. If the balance of convertible corporate bonds is not enough to be converted into one share at the time of share conversion, the company will, in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments, cash the face balance of this part of convertible corporate bonds and the corresponding accrued interest of the current period within five trading days after the date of share conversion of convertible corporate bondholders.
（11） Redemption clause
1. Terms of redemption at maturity
Within 5 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 authorized by the general meeting of shareholders and recommended by the board of directors according to the market conditions at the time of issuance
