Securities code: 688301 securities abbreviation: Iray Technology Company Limited(688301) Announcement No.: 2022-001 Iray Technology Company Limited(688301)
Announcement on resolutions of the 9th meeting of the second board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Convening of board meeting
On January 13, 2022, Iray Technology Company Limited(688301) (hereinafter referred to as “the company”) held the ninth meeting of the second board of directors (hereinafter referred to as “the meeting”) by on-site and communication, and the meeting notice was sent by e-mail on January 10, 2022. The meeting was presided over by Mr. Tieer Gu, chairman of the board. There were 9 directors who should attend the meeting and 9 directors who actually attended and voted. The convening and voting procedures of the meeting comply with the provisions of the company law of the people’s Republic of China, the articles of association and other relevant laws and regulations. 2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
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, after the company’s self inspection item by item in combination with the actual situation, it is considered that the company meets the current provisions on the issuance of convertible corporate bonds by companies listed on the science and innovation board to unspecified objects, Have the conditions for issuing convertible corporate bonds to unspecified objects.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors have expressed their consent to the proposal. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the company’s plan to issue convertible corporate bonds to unspecified objects item by item
The scheme for the company to issue convertible corporate bonds to unspecified objects is as follows:
1. 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 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. Voting results: 9 in favor, 0 against and 0 abstention.
2. 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.
Voting results: 9 in favor, 0 against and 0 abstention.
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: 9 in favor, 0 against and 0 abstention.
4. Bond term
The term of convertible corporate bonds issued this time is six years from the date of issuance.
Voting results: 9 in favor, 0 against and 0 abstention.
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 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.
Before the issuance of convertible corporate bonds, if the bank deposit interest rate is adjusted, the general meeting of shareholders authorizes the board of directors (or the person authorized by the board of directors) to adjust the coupon rate accordingly.
Voting results: 9 in favor, 0 against and 0 abstention.
6. 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 on the date of interest payment creditor’s rights registration 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. Voting results: 9 in favor, 0 against and 0 abstention.
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 to the maturity date of convertible corporate bonds.
Voting results: 9 in favor, 0 against and 0 abstention.
8. Determination and adjustment of 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 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 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 A-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 are 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 the conversion price of the convertible corporate bonds issued this time.
When the company’s share repurchase, merger, division or any other circumstances 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 corporate bonds issued this time or the derivative rights and interests converted into shares, the company will, according to the specific circumstances, act in a fair and just manner The conversion price shall be adjusted according to the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible corporate bonds issued this time. The adjustment contents and operation methods of the conversion price will be formulated in accordance with the relevant national laws and regulations, the relevant provisions of the securities regulatory authorities and the Shanghai Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
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 A-Shares of the company is lower than 85% of the current conversion price for at least 15 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 general meeting of shareholders of the company for deliberation and 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 average trading price of the company’s A-Shares 20 trading days before the convening of the general meeting of shareholders and the average trading price of the company’s A-Shares on the previous trading day.
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（ http://www.sse.com.cn./ ）Or other information disclosure media of listed companies designated by the CSRC to publish relevant announcements, such as the revision range of the announcement, the equity registration date and the period of suspension of share conversion (if necessary). 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 revised conversion price shall be implemented. If the correction date of the conversion price is on or after the conversion application date and before the conversion share registration date, such conversion application shall be executed according to the corrected conversion price.
Voting results: 9 in favor, 0 against and 0 abstention.
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. After the convertible bondholders apply for share conversion, 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 the CSRC, Shanghai Stock Exchange and other departments, The balance of the convertible corporate bonds and the current accrued interest corresponding to the balance shall be cashed in cash within five trading days after the date of the convertible corporate bond holder’s share conversion.
Voting results: 9 in favor, 0 against and 0 abstention.
11. Redemption clause
(1) 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 into shares. The specific redemption price 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 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 the convertible corporate bonds issued this time, if the closing price of the company’s A-share shares for at least 15 consecutive trading days is not less than 130% (including 130%) of the current conversion price, or the balance of the convertible corporate bonds issued this time is less than RMB 30 million, The company has the right to redeem all or part of the convertible corporate bonds that have not been converted into shares at the price of the face value of the bonds plus the accrued interest of the current period.
The calculation formula of current accrued interest is:
IA=B × i × t/365
Ia: interest accrued in the current period;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time; i: Refers to the coupon rate of convertible corporate bonds in the current year;
t: It refers to the number of interest days, that is, the actual calendar days from the last interest 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, 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 trading day after the conversion price adjustment day.
Voting results: 9 in favor, 0 against and 0 abstention.
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 A-Shares on any consecutive 30 trading days is lower than 70% of the current conversion price, the convertible corporate bond holders have the right to resell all or part of the convertible corporate bonds held by them to the company at the price of the face value of the bonds plus the current accrued interest, For the calculation method of current accrued interest, see “11. Redemption terms”. If issued within the above 30 trading days
