Securities code: 300850 securities abbreviation: Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) Announcement No.: 2022-001 Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850)
Announcement on resolutions of the 12th meeting of the third 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、 Convening of board meeting
The 12th meeting of the third board of directors of Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) (hereinafter referred to as "the company") was held on January 14, 2022 in the form of on-site meeting combined with communication voting. The meeting place of the on-site meeting was in the conference room on the second floor of the company, and the meeting notice was delivered by telephone, e-mail and mail on January 10, 2022. 6 directors should be present at this meeting, and 6 actually. The meeting was convened and presided over by Mr. Xiao Zhengqiang, chairman of the company. Some supervisors and senior managers of the company attended the board of directors as nonvoting delegates.
The convening and convening procedures of this meeting comply with the provisions of relevant laws, regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
The directors attending the meeting fully discussed the proposals to be considered at the meeting, and considered and adopted the following proposals:
(I) the proposal on the company's compliance with the conditions for issuing convertible corporate bonds to unspecified objects was deliberated and adopted. In accordance with 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 gem (for Trial Implementation) and other relevant laws and regulations, The board of directors of the company conducted self-examination and demonstration on the actual situation and related matters of the company item by item, and considered that the company complied with the provisions of current laws, regulations and normative documents on the issuance of convertible corporate bonds by GEM listed companies to unspecified objects, and was qualified to issue convertible corporate bonds to unspecified objects.
The independent directors of the company have expressed their independent opinions on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on the company's plan to issue convertible corporate bonds to unspecified objects was deliberated and adopted item by item. In accordance with 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 and registration of companies listed on the gem (for Trial Implementation) and other relevant laws and regulations, The board of directors of the company drew up a plan for the public issuance of convertible corporate bonds, and the directors present voted on the following matters one by one:
1. 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-share shares to be converted in the future will be listed on Shenzhen Stock Exchange.
Voting results: 6 in favor, 0 against and 0 abstention. The motion was passed.
2. Issuance scale
According to the requirements of relevant laws, regulations and normative documents, and in combination with the company's financial situation and investment plan, the total amount of funds raised by the proposed issuance of convertible corporate bonds shall not exceed RMB 150 million (including RMB 150 million). The specific amount of raised funds shall be determined by the board of directors authorized by the general meeting of shareholders within the above limit.
Voting results: 6 in favor, 0 against and 0 abstention. The motion was passed.
3. Face value and issue price
The face value of each convertible corporate bond issued this time is 100 yuan, which is issued at face value.
Voting results: 6 in favor, 0 against and 0 abstention. The motion was passed.
4. Bond term
The term of convertible corporate bonds issued this time is 6 years from the date of issuance.
Voting results: 6 in favor, 0 against and 0 abstention. The motion was passed.
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: 6 in favor, 0 against and 0 abstention. The motion was passed.
6. Term and method of interest payment
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 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: 6 in favor, 0 against and 0 abstention. The motion was passed.
7. 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 to the maturity date of convertible corporate bonds.
Voting results: 6 in favor, 0 against and 0 abstention. The motion was passed.
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 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 closing price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) If the price is higher than the average trading price of the company's shares on the previous trading day, the specific initial conversion price shall be submitted to the general meeting of shareholders of the company to authorize the board of directors of the company to negotiate and determine with the sponsor (lead underwriter) according to the market and the specific situation of the company before issuance.
The average trading price of the company's shares in the first twenty trading days = the total trading volume of the company's shares in the first twenty trading days / the total trading volume of the company's shares in the twenty 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's shares change due to the distribution of stock dividends, conversion to share capital, additional issuance of new shares or allotments, distribution of cash dividends, etc. (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), The conversion price will be adjusted according to the following formula (two decimal places shall be reserved, and the last digit shall be rounded): distribution of stock dividends or conversion of 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: P1 is the adjusted conversion price, P0 is the conversion price before the adjustment, n is the ratio of share distribution or conversion to increased share capital, K is the ratio of additional shares or allotments, a is the price of additional shares or allotments, 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 the announcement of the resolution of the board of directors on the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment, adjustment measures and the period of suspension of 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 shall be executed according to the adjusted conversion price of the company.
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 and the relevant provisions of the securities regulatory authorities at that time.
Voting results: 6 in favor, 0 against and 0 abstention. The motion was passed.
9. Downward correction clause of share 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 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 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 on the 20 trading days before the date of the shareholders' meeting and the average price 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 publish relevant announcements on the information disclosure newspapers and Internet websites designated by the CSRC, announcing the correction 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 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: 6 in favor, 0 against and 0 abstention. The motion was passed.
10. 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 bondholders of the convertible company 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 bond holders applying for share conversion; V refers to the total face value of convertible corporate bonds applied for share conversion by convertible bondholders; P refers to the conversion price effective on the date of application for conversion.
The shares to be converted by the holders of convertible corporate bonds shall be integer shares. After the convertible bondholders apply for share conversion, the company will pay the balance of the remaining convertible corporate bonds that are not enough to be converted into one share within five months after the convertible bondholders convert their shares in accordance with the relevant provisions of Shenzhen Stock Exchange, securities registration authority and other departments
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 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, in case of any of the following two situations, 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, if the closing price of the company's shares on 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 corporate 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 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 interest bearing days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest bearing 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: 6 in favor, 0 against and 0 abstention. The motion was passed.
12. Resale terms
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 thirty consecutive 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 face value plus the current accrued interest. If the conversion price has occurred in the above trading days, the conversion price shall be calculated according to the conversion price and closing price before adjustment on the trading day due to bonus shares, conversion of share capital and additional issuance of new shares (excluding the convertible company due to this issuance), and the conversion price and closing price after adjustment on the trading day after adjustment. If the conversion price is downward corrected
