Securities code: 003036 securities abbreviation: Zhejiang Taitan Co.Ltd(003036) Announcement No.: 2022-002 Zhejiang Taitan Co.Ltd(003036)
Announcement of resolutions of the 7th Meeting of the 9th board of supervisors
The company and all members of the board of directors 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
Zhejiang Taitan Co.Ltd(003036) (hereinafter referred to as “the company” or “the company”) the notice of the seventh meeting of the ninth board of supervisors was sent by communication on January 6, 2022 and held on site in the company’s conference room on January 12, 2022. The meeting was presided over by Mr. Yu Ke, chairman of the board of supervisors. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, regulations and the articles of association, and the resolutions formed at the meeting are legal and effective. The meeting considered and adopted the following resolutions:
2、 Deliberation at the meeting of the board of supervisors
After careful discussion by the supervisors attending the meeting, the following proposals were considered and adopted at the meeting:
(I) deliberated and passed the proposal on meeting the conditions for public issuance of convertible corporate bonds
According to the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies and other laws, regulations and normative documents, and in combination with the actual situation, the board of supervisors of the company considers that all conditions of the company comply with the relevant provisions of the current laws, regulations and normative documents on the public development of convertible corporate bonds, The company is qualified and qualified to publicly issue convertible corporate bonds.
Voting results: 3 in favor, 0 abstention and 0 against.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on public issuance of convertible bonds of the company was deliberated and adopted item by item
The voting on the specific scheme of the company’s public offering of convertible bonds item by item is as follows:
1. 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.
Voting results: 3 in favor, 0 abstention and 0 against.
2. 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.
Voting results: 3 in favor, 0 abstention and 0 against.
3. 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.
Voting results: 3 in favor, 0 abstention and 0 against.
4. Duration
The duration of the convertible corporate bonds issued this time is 6 years from the date of issuance.
Voting results: 3 in favor, 0 abstention and 0 against.
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 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 abstention and 0 against.
6. Term and method of repayment of principal and interest
(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 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) 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.
Voting results: 3 in favor, 0 abstention and 0 against.
7. Conversion period
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.
Voting results: 3 in favor, 0 abstention and 0 against.
8. Determination and adjustment of 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 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 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.
Voting results: 3 in favor, 0 abstention and 0 against.
9. Downward correction clause 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 20 trading days in any continuous 30 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 general meeting of shareholders 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) 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 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.
Voting results: 3 in favor, 0 abstention and 0 against.
10. How to determine the number of shares converted
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.
Voting results: 3 in favor, 0 abstention and 0 against.
11. Redemption clause
(1) Maturity redemption clause
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 determined by the board of directors authorized by the general meeting of shareholders through negotiation 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 issued this time, in case of any of the following two situations, the board of directors of 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 of convertible corporate bonds issued this time, if the closing price of A-Shares of the company for at least 15 consecutive trading days is not lower 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, where:
IA is the accrued interest of the current period;
B is the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time; I is the coupon rate of convertible corporate bonds in the current year;
T is the number of interest days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest 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 abstention and 0 against.
12. Resale clause
(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 consecutive 30 trading days is lower than 70% of the current conversion price, the holders of the convertible corporate bonds have the right to resell all or part of the convertible corporate bonds held by them to the company at the 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 “30 consecutive trading days” shall be recalculated from the first trading day after the conversion price adjustment.
In the last two interest bearing years of the convertible corporate bonds issued this time, the bondholders of the convertible corporate bonds may exercise the repurchase right once according to the above agreed conditions after the annual repurchase conditions are met for the first time. If the repurchase conditions are met for the first time and the bondholders of the convertible corporate bonds fail to declare and implement the repurchase within the repurchase reporting period announced at the session of the company, The call back right cannot be exercised in the interest bearing year, and the convertible bond holders cannot exercise part of the call back right multiple times.
(2) Additional resale clause
