Securities code: 003009 securities abbreviation: Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) Announcement No.: 2022-001 Shaanxi Zhongtian Rocket Technology Co.Ltd(003009)
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.
Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) the 12th meeting of the third board of directors was held on January 19, 2022 in the form of communication combined with on-site meeting. There were 7 directors who should participate in the voting and 7 directors who actually participated in the voting, which was in line with the relevant provisions of the company law and the articles of association. The supervisors and senior executives of the company attended the meeting as nonvoting delegates. The meeting was convened and presided over by Chairman Chen Leisheng. The meeting was held by open ballot. The voting votes and relevant resolutions of the meeting were signed by mail and fax. The directors attending the meeting considered and adopted the following resolutions:
1、 Proposal on the company's compliance with the conditions for public issuance of convertible corporate bonds.
The meeting deliberated and adopted the proposal on the company's compliance with the conditions for public issuance of convertible corporate bonds. In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") According to the provisions of laws and regulations such as the measures for the administration of securities issuance of listed companies (hereinafter referred to as the "measures") and the measures for the administration of convertible corporate bonds (hereinafter referred to as the "measures for the administration of convertible bonds"), through item by item self inspection, the company complies with the provisions on the public issuance of convertible corporate bonds in the current laws, regulations and normative documents, Meet the conditions for public issuance of convertible corporate bonds.
Voting result: 7 affirmative votes; No negative votes; There were no abstentions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
2、 Proposal on the public issuance of convertible corporate bonds by the company.
The meeting deliberated and passed the proposal on the company's public issuance of convertible corporate bonds one by one. (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.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
(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.
Voting result: 7 affirmative votes; No negative votes; No abstentions.
(III) face value and issue price
The convertible bonds issued this time are issued at face value, and each face value is RMB 100.
Voting result: 7 affirmative votes; No negative votes; No abstentions.
(IV) bond term
The term of the convertible bonds issued this time is 6 years from the date of issuance.
Voting result: 7 affirmative votes; No negative votes; No abstentions.
(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.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
(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: It refers to the current year's coupon rate of the convertible bond.
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 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 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. Voting result: 7 affirmative votes; No negative votes; No abstentions.
(VII) term of share conversion
The term of convertible bonds to shares issued this time starts from the first trading day after the expiration of 6 months from the date of the issuance of convertible bonds to the maturity date of convertible bonds.
Voting result: 7 affirmative votes; No negative votes; There were no abstentions.
(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.
Voting result: 7 affirmative votes; No negative votes; No abstentions.
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, the conversion of share capital, the issuance of new shares (excluding the increased share capital due to the conversion of convertible bonds), the allotment of shares and the distribution of cash dividends, the share conversion price will be adjusted according to the following formula (retain 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 shall be 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 above shares and / or shareholders' equity changes, the company will adjust the conversion price in turn, publish a notice 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.
Voting result: 7 affirmative votes; No negative votes; There were no abstentions.
(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 consecutive 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.
Voting result: 7 affirmative votes; No negative votes; There were no abstentions.
(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 formula 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 current accrued interest corresponding to the balance of this convertible bond converted into one share (for the calculation method of current accrued interest, see "11. Redemption terms") will be paid in accordance with the relevant provisions of the securities registration authority and other departments.
Voting result: 7 affirmative votes; No negative votes; There were no abstentions.
（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 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 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.
Voting result: 7 affirmative votes; No negative votes; There were no abstentions.
（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 "11. 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. In case of downward correction of the conversion price, the above-mentioned 30 consecutive
