Stock abbreviation: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) Stock Code: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
(No. 14677, Jingshi Road, Lixia District, Jinan City, Shandong Province)
Plan for public issuance of convertible corporate bonds
(Revised Version)
May, 2002
Issuer statement
1. The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents.
2. After the public issuance of convertible corporate bonds, the company shall be responsible for the changes in the company’s operation and income; The investors shall be responsible for the investment risk caused by this public offering of convertible corporate bonds. 3. This plan is the explanation of the board of directors of the company on the public issuance of convertible corporate bonds, and any statement to the contrary is untrue.
4. Investors should consult their own stockbrokers, 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 or approval of the examination and approval authority on matters related to the public offering of convertible corporate bonds. The effectiveness and completion of the matters related to the public issuance of convertible corporate bonds described in this plan have yet to be approved or approved by the relevant examination and approval authorities.
6. If the plan involves investment benefit or performance prediction, it does not constitute the company’s commitment to any investors and their related persons. Investors and related persons should understand the differences between the plan, prediction and commitment and pay attention to investment risks.
1、 Explanation that this offering meets the conditions for public offering of securities in the measures for the administration of securities issuance of listed companies
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 of listed companies and other laws, regulations and normative documents, the board of directors conducted self-examination and demonstration on the actual situation and related matters of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as “the company”, ” Shandong Hi-Speed Road&Bridge Co.Ltd(000498) ” or “the issuer”) item by item, It is considered that all conditions of the company meet the relevant provisions of current laws and regulations and normative documents on the public issuance of convertible corporate bonds, and have the conditions for the public issuance of convertible corporate bonds.
2、 Overview of this offering
(I) types of securities issued
The type of securities issued this time is convertible corporate bonds (hereinafter referred to as “convertible bonds”) that can be converted into A-share shares of the company. The convertible bonds and the A-share shares of the company to be converted in the future will be listed on the Shenzhen Stock Exchange. (II) issuance scale
According to relevant laws and regulations and the current situation of the company, the total amount of convertible bonds issued this time shall not exceed RMB 500 million. The specific issuance scale shall be determined by the board of directors (or its authorized person) authorized by the general meeting of shareholders within the above limit.
(III) face value and issue price
The face value of each convertible bond issued this time is RMB 100, which is issued at face value.
(IV) duration of convertible bonds
The duration of the convertible 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 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 (or its authorized person) to negotiate and determine with the sponsor (lead underwriter) according to national policies, market conditions and specific conditions of the company before issuance. Before the issuance of this convertible bond, if the bank deposit interest rate is adjusted, the general meeting of shareholders authorizes the board of directors (or its authorized person) to adjust the coupon rate accordingly.
(VI) term and method of repayment of principal and interest
The convertible 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 that the holders of convertible bonds can enjoy for each full year from the first day of this convertible bond issuance according to the total face value of the convertible bonds held.
The calculation formula of annual interest is: I = B × i
1: Refers to the annual interest amount;
B: Refers to the total face value of the convertible bonds held by the holders of the issued convertible bonds on the registration date of interest payment creditor’s rights in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: Refers to the coupon rate of this convertible bond in the current year.
2. Interest payment method
(1) This convertible bond adopts the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of convertible bond issuance. The tax payable on the interest income obtained by the convertible bond holder shall be borne by the convertible bond holder.
(2) Interest payment date: the interest payment date of each year is the date of each full year from the first date of this convertible bond issuance. If the day is a legal holiday or rest day, it shall be postponed to the next trading day without additional interest. The interest year is between two adjacent interest payment days.
The ownership of interest and dividends in the year of share conversion shall be determined by the board of directors of the company in accordance with relevant laws and regulations and the provisions of Shenzhen Stock Exchange.
(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. Convertible bonds that apply for conversion into shares of the company before the registration date of interest paying creditor’s rights (including the registration date of interest paying creditor’s rights) shall not enjoy the interest of this interest year and subsequent interest years.
(VII) term of share conversion
The conversion period of the convertible bonds issued this time starts 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.
(VIII) 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 prior to the date of publication of the prospectus (if there has been a stock price adjustment due to ex right and ex dividend within the 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) and the higher of the average trading price of the company’s shares on the previous trading day, And the latest audited net assets per share. The specific initial conversion price shall be determined by the board of directors (or its authorized person) authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the specific situation of the market and the company.
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’s shares change due to the distribution of stock dividends, conversion to increased share capital, additional issuance of new shares or allotment, dividend distribution, cash dividend and other circumstances (excluding the increased share capital due to the conversion of convertible bonds into shares), the conversion price will be adjusted accordingly (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 offering rate or share capital conversion rate, K is the new share offering rate or share allotment rate, a is the new share offering 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, and publish relevant announcements on the information disclosure media of listed companies designated by the CSRC, announcing 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 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.
(IX) 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 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 bond holders applying for share conversion; V refers to the total face value of convertible bonds applied for share conversion by the holders of convertible bonds; P refers to the conversion price effective on the date of application for conversion.
The shares applied for conversion by the holders of convertible bonds must be integral shares. If the balance of convertible 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 balance of convertible bonds and the current accrued interest corresponding to the balance within five trading days after the date of share conversion. (x) 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 for resolution.
The above plan can be implemented only after more than two-thirds of the voting rights held by the shareholders attending the meeting are approved. When voting at the general meeting of shareholders, the shareholders holding the convertible 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 convening date of the shareholders’ meeting and the average price of the previous trading day, and shall not be lower than the latest audited net assets per share and the par value of the 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, such as the revision 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.
（11） Redemption clause
1. Maturity redemption clause
Within five trading days after the expiration of the convertible bonds issued this time, the company will redeem all the convertible bonds that have not been converted to shares from the holders of convertible bonds. The specific redemption price will be submitted to the general meeting of shareholders to authorize the board of directors (or its authorized person) to negotiate and determine 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 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:
(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.
（12） Resale clause
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.
In the last two interest bearing years of the convertible bonds issued this time, the holders of the convertible bonds can exercise the resale right once according to the above agreed conditions after the resale conditions are met for the first time. If the holders of the convertible bonds fail to declare and implement the resale within the resale reporting period announced by the company at that time, the interest bearing year will not be changed
