Securities code: Shanghai Nenghui Technology Co.Ltd(301046) securities abbreviation: Shanghai Nenghui Technology Co.Ltd(301046) Announcement No.: 2022039 Shanghai Nenghui Technology Co.Ltd(301046)
Announcement of resolutions of the 26th meeting of the second board of directors
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 directors
Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as "the company") the 26th meeting of the second board of directors was held by means of communication in the afternoon of May 19, 2022, and the notice of the meeting was sent by SMS, telephone and other means on May 16, 2022. The meeting was convened and presided over by Mr. Luo Chuankui, chairman of the company. There were 9 directors who should attend the meeting, 9 actually attended the meeting, including Mr. Luo Chuankui, Mr. Wen Pengfei Mr. Zhang Jianding, Mr. Yuan Junwei, Mr. Tan Yixin, Mr. Li Wanfeng and independent directors Ms. Zhang MEIXIA, Ms. Wang Fang and Mr. Liu Dunnan attended by communication. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of the meeting comply with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
After careful deliberation and voting, all directors present at the meeting formed the following resolutions:
(I) deliberated and passed the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
In accordance with the provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws, regulations and normative documents, the board of directors conducted self-examination and demonstration on the actual situation and related matters of the company item by item, and considered that all conditions of the company met the relevant provisions of the current laws, regulations and normative documents on the issuance of convertible corporate bonds by companies listed on the gem to unspecified objects, Have the conditions for issuing convertible corporate bonds to unspecified objects.
The independent directors of the company expressed their independent opinions on the above proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on issuing convertible corporate bonds to unspecified objects was deliberated and adopted item by item
The scheme for the company to issue convertible corporate bonds to unspecified objects is as follows:
2.1 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-share shares to be converted in the future will be listed on the Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
2.2 issuance scale
In accordance with the provisions of relevant laws and regulations and in combination with the company's financial situation and investment plan, the total amount of convertible bonds to be issued this time shall not exceed RMB 347907 million (including this amount), and the specific issuance scale shall be determined by the board of directors (or the person 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.
2.3 par value and issue price
The face value of each convertible bond issued this time is 100 yuan, which is issued at face value.
Voting results: 9 in favor, 0 against and 0 abstention.
2.4 bond term
The duration of the convertible bonds issued this time is 6 years from the date of issuance.
Voting results: 9 in favor, 0 against and 0 abstention.
2.5 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 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 recommendation institution (lead underwriter) according to national policies, market 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.
2.6 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, and return the principal and interest of the last year when due.
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.
The calculation formula of annual interest is: I = B × i. Of which:
1: Refers to 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 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 date of issuance of the convertible bonds issued this time. 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.
(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 that apply 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 bondholders of the convertible company shall be borne by the bondholders of the convertible company.
(5) The company will complete the repayment of the principal and interest of the bond balance within five working days after the expiration of the convertible corporate bond.
Voting results: 9 in favor, 0 against and 0 abstention.
2.7 term of share conversion
The conversion period of the convertible bonds issued this time is 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.
Voting results: 9 in favor, 0 against and 0 abstention.
2.8 determination and adjustment of share conversion price
1. Determination basis 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 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 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.
Average trading price of the company's shares in the first 20 trading days = total trading volume of the company's shares in the first 20 trading days / 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, when the company distributes stock dividends, converts to 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 company will make cumulative adjustments to the conversion price according to the sequence of the above conditions (retain two decimal places and round the last one). 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）；
Distribution of cash dividends: 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 repurchase, company merger, division or any other circumstances, resulting in changes in the class, quantity and / or shareholders' equity of the company's shares, which may affect the creditor's rights and interests or the derivative rights and interests of the holders of convertible bonds issued this time, the company will adjust the conversion price according to the principles of fairness, impartiality and fairness and the full protection of the rights and interests of the holders of convertible bonds according to the specific circumstances. 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 department at that time.
2.9 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
When the holders of convertible corporate bonds issued this time apply for share conversion during the share conversion period, the calculation method of the number of shares converted is: q = V / P, and the integer multiple of one share is taken by the tailing method.
Where: Q refers to the number of convertible bondholders applying for share conversion; V refers to the total face value of convertible bonds applied for share conversion by the bondholders of convertible companies; P refers to the conversion price effective on the date of application for conversion.
The shares applied for conversion by the bondholders of the convertible company must be integer shares. For the balance of convertible corporate bonds that cannot be converted into one share at the time of share conversion, the company will cash the balance of convertible corporate bonds that cannot be converted into one share and the corresponding accrued interest for the current period within five trading days after the date of share conversion of convertible corporate bondholders in accordance with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other departments.
Voting results: 9 in favor, 0 against and 0 abstention.
2.10 downward correction clause of share conversion price
1. Correction authority and correction range
During the duration of the convertible 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 15 trading days in any 30 consecutive trading days, the board of directors of the company has the right to propose a downward correction plan for the conversion price and submit it to the general meeting of shareholders of the company for deliberation and voting. The plan 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, the shareholders holding the convertible bonds issued by the company this time shall withdraw; The revised conversion price shall not be lower than the higher one between the average trading price of the company's shares on the 20th trading day before the convening of the general meeting of shareholders and the average trading price of the company's shares on the previous trading day. 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 conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment.
2. Correction procedure
When the company revises the conversion price downward, it shall publish the announcement of the resolution of the general meeting of shareholders on the information disclosure media of listed companies designated by the CSRC, announcing the correction range, equity registration date and the period of suspension of conversion (if necessary). From the first trading day after the equity registration date (i.e. the date of correction of the share conversion price), the application for share conversion shall be resumed and the corrected share conversion price shall be implemented.
If the correction date of share conversion price is on or after the application date of share conversion and before the registration date of share conversion, such share conversion application shall be executed according to the corrected share conversion price.
Voting results: 9 in favor, 0 against and 0 abstention.
2.11 redemption terms
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 bonds that have not been converted into shares from the holders of convertible bonds. The specific redemption price will be determined by the board of directors (or the person authorized by the board of directors) authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the market conditions at the time of issuance.
2. Conditional redemption clause
During the conversion period, when any of the following circumstances occurs, the company has the right to decide to redeem all or part of the convertible bonds not converted into shares at the price of bond face value plus accrued interest in the current period:
(1) During the conversion period, if the closing price of the company's shares for at least 15 trading days in any 30 consecutive trading days is not less than 130% (including 130%) of the current conversion price;
(2) When the balance of convertible bonds issued this time is less than 30 million yuan.
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 bonds to be redeemed held by the holders of convertible bonds issued this time;
i: Refers to the coupon rate of convertible bonds in the current year;
t: Refers to 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 conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment.
Voting results: 9 in favor, 0 against and 0 abstention.
2.12 resale terms
1. Conditional resale clause
In the last two interest bearing years of the convertible bonds issued this time, if the closing price of the company's shares for any consecutive 30 trading days is lower than 70% of the current conversion price, the holders of the convertible bonds have the right to resell all or part of the convertible bonds held by them to the company at the price of the face value of the bonds plus the current accrued interest.
If the conversion price has been adjusted due to the distribution of stock dividends, conversion of share capital, issuance of new shares (excluding the increased share capital due to the conversion of convertible bonds issued this time), allotment of shares and distribution of cash dividends within the above trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment. If the conversion price is revised downward, the above 30 consecutive trading days shall be recalculated from the first trading day after the conversion price adjustment.
The last two interest bearing years of the convertible bonds issued this time,
