Securities code: 003009 securities abbreviation: Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) Shaanxi Zhongtian Rocket Technology Co.Ltd(003009)
Shaanxi Zhongtian Rocket Technology Co., Ltd.
(Block C, 8th floor, Chuangye building, high tech Zone, Xi’an, Shaanxi)
Plan for public issuance of convertible corporate bonds
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.
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 arising from the public issuance 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 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 or approval of the examination and approval authority on matters related to the public offering of convertible corporate bonds. The effectiveness and completion of matters related to the public issuance of convertible corporate bonds described in this plan are subject to the approval or approval of relevant examination and approval authorities.
6. If the plan involves investment benefit or performance forecast, it does not constitute the company’s commitment to any investor or related person. Investors and related persons should understand the differences between plans, forecasts or commitments and pay attention to investment risks.
1、 Description of this issuance meeting the conditions for public issuance of convertible corporate bonds
According to 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 of listed companies and other relevant laws and regulations, the board of directors of the company has conducted item by item self-examination and demonstration on the actual situation and relevant matters of Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) (hereinafter referred to as “the company”, “003009}” or “the issuer”), It is considered that all conditions of the company meet the relevant provisions of current laws and regulations on public issuance of convertible corporate bonds and meet the conditions for public issuance of convertible corporate bonds.
2、 Overview of this offering
(I) types of securities issued this time
The type of securities issued this time is convertible corporate bonds that can be converted into company shares. The convertible corporate bonds issued this time and the shares to be converted in the future will be listed on Shenzhen Stock Exchange.
(II) issuance scale
The total amount of funds raised by the convertible bonds issued this time shall not exceed RMB 495 million (including RMB 495 million). The specific issuance scale will be submitted by the board of directors to the general meeting of shareholders of the company, and the board of directors will be authorized to determine within the above limit.
(III) face value and issue price
The convertible bonds issued this time are issued at face value, and each face value is RMB 100.
(IV) bond term
The term of the convertible bonds issued this time is 6 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 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 convertible bonds, if the bank deposit interest rate is adjusted, the general meeting of shareholders authorizes the board of directors to adjust the coupon rate accordingly.
(VI) term and method of interest payment
The convertible bonds issued this time adopt the interest payment method of paying interest once a year, and return the principal and last year’s interest of all the convertible bonds that have not been converted into shares at maturity.
1. Interest calculation in interest year
The interest in the interest bearing year (hereinafter referred to as “annual interest”) refers to the current interest that the holder of the convertible bond can enjoy for each full year from the first date of issuance of the convertible bond according to the total face value of the convertible bond.
The calculation formula of annual interest is: I = B1 × i
1: Means the annual interest amount;
B1: refers to the total face value of this convertible bond held by the holder of this convertible bond 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 this convertible 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 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. 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 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 convertible bond holder shall be borne by the convertible bond holder. (VII) term of share conversion
The convertible bond to equity period starts from the first trading day six months after the end of the issuance of the convertible bond to the maturity date of the convertible bond.
(VIII) determination and adjustment of share conversion price
1. Basis for determining the initial conversion price
The initial conversion price of this convertible bond shall not be lower than the average trading price of the company’s shares on the 20 trading days prior to the announcement date of the prospectus (if the share price has been adjusted 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, And not less than the latest audited net assets per share and par value of shares. 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 conditions and the specific situation of the company before this 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 the trading day.
2. Adjustment method and calculation formula of conversion price
After the issuance of convertible bonds, when the company changes its shares 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), allotment of shares and distribution of cash dividends, the conversion price will be adjusted according to the following formula (two decimal places shall be reserved and the last one shall be rounded):
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 conversion price before adjustment, n is the ratio of share giving or conversion to share capital, K is the ratio of additional shares or allotment, a is the price of additional shares or allotment, D is the cash dividend per share, and P1 is the conversion price after adjustment.
In case of any change in the above shares and / or shareholders’ equity, the company will adjust the conversion price in turn, publish an announcement on the website of Shenzhen Stock Exchange and the information disclosure media of listed companies designated by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), and specify the date of conversion price adjustment Adjustment method and suspension of share conversion period (if necessary). When the adjustment date of the share conversion price is on or after the application date of the convertible bond holder for share conversion and before the registration date of the converted shares, the holder’s share conversion application shall be executed according to the adjusted share 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 of the holders of convertible bonds or the derivative rights and interests of convertible bonds, the company will, according to the specific circumstances, act in a fair, just and 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 bonds. 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.
(IX) downward correction clause of share conversion price
1. Revision authority and revision range
During the duration of this convertible bond, 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 general meeting of shareholders of the company for deliberation and voting. 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. 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, the shareholders holding the convertible bonds 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 date of the shareholders’ meeting that adopted the amendment scheme in the preceding paragraph and the average trading price of the company’s shares on the previous trading day. At the same time, the revised conversion price shall not be lower than the audited net asset value per share and the par value of the shares in the latest period.
2. Amendment procedure
If the general meeting of shareholders of the company approves the downward revision of the conversion price, the company will publish relevant announcements on the information disclosure media of listed companies designated by the CSRC and Shenzhen Stock Exchange, announcing 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 conversion price correction date), the application for conversion shall be resumed and the revised 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.
(x) method for determining the number of converted shares
When the convertible bond holder applies 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 is the number of convertible bonds; V is the total face value of convertible bonds applied for share conversion by the holders of convertible bonds; P is the effective conversion price on the date of application for conversion.
The shares applied for conversion by the holders of convertible bonds must be integer shares. If the convertible bond balance is insufficient to be converted into one share at the time of share conversion, the company will cash the convertible bond balance insufficient to be converted into one share within five trading days after the date of share conversion of the convertible bond holder in accordance with the relevant provisions of Shenzhen Stock Exchange, securities registration authority and other departments. The payment of the current accrued interest corresponding to the balance of the convertible bonds converted into one share (for the calculation method of the current accrued interest, see the relevant contents of the redemption terms in Article 11) will be handled in accordance with the relevant provisions of the securities registration authority and other departments.
（11） Redemption clause
1. Terms of redemption at maturity
Within five trading days after the expiration of the convertible bonds, the company will redeem all the convertible bonds that have not been converted to shares from the holders of the convertible bonds at the price of a certain proportion of the face value of the convertible bonds (including the annual interest of the last period). The specific floating rate shall be submitted to the general meeting of shareholders to authorize the board of directors (or the person authorized by the board of directors) to negotiate and determine with the sponsor (lead underwriter) according to the market conditions before this offering.
2. Conditional redemption clause
During the convertible bond to share period, in case of any of the following two situations, the company has the right 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 convertible bonds plus the accrued interest of the current period: (1) during the convertible bond to share period, If the closing price of A-Shares of the company for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price;
(2) When the balance of convertible bonds not converted into shares is less than RMB 30 million.
The redemption period of this convertible bond is the same as the conversion period, that is, from the first trading day six months after the date of issuance to the maturity date of this convertible bond.
The calculation formula of current accrued interest is: ia = B2 × i × t/365
Ia: interest accrued in the current period;
B2: refers to the total face value of the convertible bonds held by the holders of the convertible bonds;
i: Refers to the coupon rate of the convertible bond 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 consecutive trading days, the conversion price and closing price before the conversion price adjustment day shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and the conversion price and closing price after the conversion price adjustment day and subsequent trading days.
（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 on any consecutive 30 trading days is lower than 70% of the current conversion price, the convertible bond holder has the right to resell all or part of the convertible bonds held by him to the company at the price of the face value of the bonds plus the accrued interest for the current period.
For the calculation method of current accrued interest, see “(XI) redemption terms”.
If the conversion price has been adjusted due to the distribution of stock dividends, conversion of share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible bonds into shares issued this time), allotment of shares and distribution of cash dividends within the above 30 consecutive trading days, the conversion price shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment date, On the date of stock conversion price adjustment and subsequent trading days, it shall be calculated according to the adjusted stock conversion price and closing price. If the conversion price is corrected downward
