Securities abbreviation: Iray Technology Company Limited(688301) securities code: 688301 Iray Technology Company Limited(688301)
iRay Technology Company Limited
(Room 202, floor 2, building 9, No. 590, Ruiqing Road, Pudong New Area, Shanghai)
Plan for issuing convertible corporate bonds to unspecified objects January 2002
Issuer statement
1. The company and all members of the board of directors guarantee that the contents of the announcement 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 the 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 arising from 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. As of the disclosure date of this plan, there are no major events that should be disclosed but not disclosed according to law.
4. Investors should consult their brokers, 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, approval or registration of the approval authority and registration department 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 described in the plan are yet to be considered by the general meeting of shareholders of the company and reviewed by Shanghai stock exchange for issuance and listing, and reported to the CSRC for registration.
interpretation
In this plan, unless otherwise specified in the text, the following words have the following meanings: Iray Technology Company Limited(688301) / issuer / company / company means Iray Technology Company Limited(688301)
Convertible bonds refer to convertible corporate bonds
This issuance refers to the issue of convertible bonds of the company
The Shanghai Yirui prospectus prepared by the issuer for this issuance in accordance with relevant laws and regulations refers to the prospectus for Optoelectronics Technology Co., Ltd. to issue convertible corporate bonds to unspecified objects
Shanghai Yirui issuance announcement prepared by the issuer for this issuance in accordance with relevant laws and regulations refers to the issuance announcement of convertible corporate bonds issued by Optoelectronics Technology Co., Ltd. to unspecified objects
The holder refers to the investor who owns the convertible bonds registered in his name according to the records of China Securities Depository and Clearing Co., Ltd
Share conversion refers to the conversion of the bonds held by the bondholder into the issuer’s shares at the agreed price and procedures
The conversion price refers to the price per share to be paid by the bondholder when the convertible bonds are converted into the issuer’s shares
Resale refers to the sale of all or part of the bonds held by the bondholder to the issuer at the price agreed in advance
Redemption means that the issuer buys back all or part of the convertible bonds that have not been converted into shares at the price agreed in advance
China / China refers to the people’s Republic of China. For the purpose of this plan, it does not include Hong Kong Special Administrative Region of China, Macao Special Administrative Region of China and Taiwan Province
Legal holidays or rest days of the people’s Republic of China (excluding the legal holidays or rest days of the Hong Kong Special Administrative Region) refer to the legal holidays and / or rest days of the administrative region, Macao Special Administrative Region and Taiwan Province
(day)
Trading day refers to the business day of Shanghai Stock Exchange
2018 / December 31, 2018, 2019 / December 31, 2019, reporting period / the last three years and the first period, 2020 / December 31, 2020, January September 30, 2021 / September 30, 2021
The end of 2018, the end of 2019 and 2020 refer to December 31, 2018, December 31, 2019, the end of December 31, 2020, the end of September 2021 and September 30, 2021
CSRC / CSRC means China Securities Regulatory Commission
The State Council means the State Council of the people’s Republic of China
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
In this plan, there are differences in the mantissa between the sum of some totals and each addend, or there are differences in the mantissa between the results of direct calculation of some proportion indicators and relevant values. These differences are caused by rounding.
catalogue
1、 Explanation that this issuance meets the conditions for issuing securities to unspecified objects in the measures for the administration of securities issuance registration of listed companies on the science and Innovation Board (for Trial Implementation) 4 II. Overview of this offering 4 III. financial accounting information and management discussion and Analysis thirteen
(I) balance sheet, income statement and cash flow statement of the last three years and the last period fourteen
(II) scope and changes of consolidated statements twenty-two
(III) main financial indicators of the last three years and the first period twenty-three
(IV) analysis of the company’s financial situation 24 IV. purpose of the funds raised by issuing convertible corporate bonds to unspecified objects 29 v. profit distribution of the company thirty
(I) current profit distribution policy of the company thirty
(II) profit distribution of the company in the last three years 32 VI. statement of the board of directors of the company that there is no breach of faith in the company 33 VII. Statement of the board of directors on the refinancing plan of the company in the next 12 months 33 I. explanation that this issuance meets the conditions for issuing securities to unspecified objects in the measures for the administration of securities issuance registration of listed companies on the science and Innovation Board (for Trial Implementation)
According to 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 science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, the actual situation of the company has been carefully analyzed and self inspected item by item by the Iray Technology Company Limited(688301) board of directors, The company complies with the current regulations on issuing convertible corporate bonds to unspecified objects by companies listed on the science and innovation board, and has the conditions for issuing convertible corporate bonds to unspecified objects.
2、 Overview of this issuance (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 science and Innovation Board of Shanghai Stock Exchange. (II) issuance scale
The total amount of convertible corporate bonds to be issued this time shall not exceed RMB 1435.01 million (including RMB 1435.01 million). The specific issuance scale shall be determined by the board of directors (or persons authorized by the board of directors) authorized by the general meeting of shareholders 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) bond term
The term of convertible corporate bonds issued this time is six 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 determined by the board of directors (or persons authorized by the board of directors) authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) according to national policies, market conditions and specific conditions of the company before issuance.
The board of directors (or the person authorized by the board of directors) shall adjust the coupon rate accordingly. (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, return the principal of the outstanding convertible corporate bonds at maturity and pay the interest of the last year.
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: Means the annual interest amount;
B: Refers to the total face value of the convertible corporate bonds held by the holders of the 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) This convertible corporate bond adopts the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of this convertible corporate bond issuance.
(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. 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 bondholders of the convertible company shall be borne by the bondholders.
(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. Determination of initial conversion price
The initial conversion price of convertible corporate bonds issued this time shall not be lower than the average trading price of A-Shares of the company 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 these 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 determined by the board of directors (or the person authorized by the board of directors) authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) according to the market conditions before issuance. The average trading price of the company’s A-Shares in the first 20 trading days = the total trading volume of the company’s A-Shares in the first 20 trading days / the total trading volume of the company’s A-Shares in the last 20 trading days;
The average trading price of the company’s A-Shares on the previous trading day = the total trading volume of the company’s A-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, converts to increased share capital, issues additional new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), distributes shares and distributes cash dividends, the company will adjust the conversion price in turn according to the order of the above conditions. The specific adjustment formula of share conversion price is as follows (keep 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: P0 is the transfer price before adjustment, n is the share dividend or share capital conversion rate, K is the new share price or allotment rate, a is the new share price or allotment price, D is the cash dividend per share, and P1 is the transfer price after adjustment.
When the company changes the above shares and / or shareholders’ equity, the conversion price will be adjusted in turn and posted on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）Or other information disclosure media of listed companies designated by the CSRC, and the announcement shall specify the date of share conversion price adjustment, adjustment measures and the period of suspension of share conversion (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 of shares
