Securities code: 002988 securities abbreviation: Guangdong Haomei New Materials Co.Ltd(002988) Announcement No.: 2022-004 Guangdong Haomei New Materials Co.Ltd(002988)
Announcement of resolutions of the 15th meeting of the third board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Guangdong Haomei New Materials Co.Ltd(002988) (hereinafter referred to as ” Guangdong Haomei New Materials Co.Ltd(002988) ” or “the company”) sent the notice of convening the 15th meeting of the third board of supervisors to all supervisors by wechat, e-mail and telephone on January 14, 2022. The 15th meeting of the third board of supervisors was held by on-site meeting in the company’s conference room on January 19, 2022. Three supervisors should attend the meeting and three actually attended the meeting. The meeting was convened and presided over by Ms. Liang Xingmei, chairman of the board of supervisors, and the Secretary of the board of directors of the company attended the meeting as nonvoting delegates. The meeting complied with the relevant provisions of the company law and the articles of association, and the resolutions formed by voting were legal and effective.
2、 Deliberation at the meeting of the board of supervisors
1. The proposal on further clarifying the specific scheme of the company’s public issuance of convertible corporate bonds was deliberated and adopted
According to the reply on approving Guangdong Haomei New Materials Co.Ltd(002988) public issuance of convertible corporate bonds (zjxk [2021] No. 1182) issued by China Securities Regulatory Commission, the company is approved to publicly issue 824 million yuan of convertible corporate bonds.
The company held the ninth meeting of the third board of directors and the second extraordinary general meeting of shareholders in 2020 on November 23, 2020 and December 11, 2020 respectively, and deliberated and adopted the proposal on the company’s public issuance of convertible corporate bonds The proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of the public issuance of convertible corporate bonds, and held the 14th meeting of the third board of directors on November 22, 2021 and December 8, 2021 The second extraordinary general meeting of shareholders in 2021 deliberated and adopted the proposal on extending the validity period of the resolution of the general meeting of shareholders on the public issuance of convertible corporate bonds and the validity period of relevant authorization. Within the scope of authorization of the above-mentioned proposal, the board of directors of the company determined the specific plan for the public issuance of convertible corporate bonds as follows (except for the following, other terms of the convertible corporate bond plan remain unchanged):
(1) Types of securities issued
The type of securities issued this time is convertible corporate bonds that can be converted into company shares. The convertible corporate bonds and future convertible stocks will be listed on the Shenzhen Stock Exchange.
Voting result: 3 affirmative votes; No negative votes; There were no abstentions.
(2) Issuance scale
The total amount of funds raised by the proposed issuance of convertible corporate bonds is RMB 824 million, the face value of each is RMB 100, and the number of issued bonds is 8.24 million.
Voting result: 3 affirmative votes; No negative votes; There were no abstentions.
(3) Bond term
The term of the convertible corporate bonds issued this time is 6 years from the date of issuance, i.e. from January 24, 2022 to January 23, 2028.
Voting result: 3 affirmative votes; No negative votes; There were no abstentions.
(4) Bond interest rate
The coupon rate of convertible corporate bonds issued this time is set as: 0.3% in the first year, 0.6% in the second year, 1.0% in the third year, 1.6% in the fourth year, 2.5% in the fifth year and 3% in the sixth year.
Voting result: 3 affirmative votes; No negative votes; There were no abstentions.
(5) Determination of initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 21.51 yuan, Not less than the average trading price of the company’s shares on the 20 trading days before the announcement date of the prospectus (if there is 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 average trading price of the company’s shares on the previous trading day.
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.
Voting result: 3 affirmative votes; No negative votes; There were no abstentions.
(6) 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 at the price of 118% (including the last interest) of the face value of the convertible bonds. Voting result: 3 affirmative votes; No negative votes; There were no abstentions.
(7) Distribution method and object
Distribution mode
The convertible bonds are preferentially placed to the original shareholders of the company, and the balance after the priority placement (including the part that the original shareholders give up the priority placement) is issued to the public investors online through the trading system of Shenzhen Stock Exchange. The balance after the preferential placement by the original shareholders (including the part abandoned by the original shareholders) is issued online. The part of the subscription amount less than 824 million yuan shall be underwritten by the sponsor (lead underwriter).
Distribution object
① Priority placement to the original shareholders of the issuer: all shareholders of the issuer registered after the closing of the stock market on the equity registration date (January 21, 2022, t-1).
② Online issuance: social public investors holding securities accounts of Shenzhen Stock Exchange, including natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations (except buyers prohibited by laws and regulations). ③ The self operated account of the sponsor (lead underwriter) of this offering shall not participate in online subscription.
Voting result: 3 affirmative votes; No negative votes; There were no abstentions.
8. Placement arrangements to original shareholders
The number of convertible bonds that can be preferentially placed by the original shareholders is the number of shares they hold Guangdong Haomei New Materials Co.Ltd(002988) registered after the closing of the stock market on the equity registration date (January 21, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of 3.5399 yuan of convertible bonds per share, and then converted into a number of pieces according to the proportion of 100 yuan / piece. Each piece is a subscription unit, That is, 0.035399 convertible bonds were placed per share.
The issuer has 232770000 A-share capital. Calculated according to the priority placement proportion of this issuance, the total upper limit of convertible bonds that can be preferentially placed by the original shareholders is about 8239825, accounting for about 99.9979% of the total amount of convertible bonds issued this time.
Voting result: 3 affirmative votes; No negative votes; There were no abstentions.
2、 Deliberated and adopted the proposal on public issuance of convertible corporate bonds for listing
After verification, the board of supervisors believes that: according to the authorization of the second extraordinary general meeting of shareholders in 2020 and the second extraordinary general meeting of shareholders in 2021, the board of directors of the company will handle the matters related to the listing of convertible corporate bonds in Shenzhen Stock Exchange after the issuance of convertible corporate bonds, and authorize the management and its authorized persons to handle specific matters, It is conducive to the smooth issuance of convertible bonds.
Voting result: 3 affirmative votes; No negative votes; There were no abstentions.
3、 The proposal on opening a special account for raising funds through public issuance of convertible corporate bonds and signing a supervision agreement for raising funds was deliberated and adopted
After verification, the board of supervisors believes that the company’s opening of a special account for the funds raised by the public issuance of convertible corporate bonds and the signing of a fund-raising supervision agreement are conducive to standardizing the management of the funds raised by the company’s public issuance of convertible corporate bonds, improving the use efficiency of the raised funds, and meeting the requirements of relevant laws, regulations and normative documents, There is no harm to the rights and interests of the company and all shareholders.
Voting result: 3 affirmative votes; No negative votes; There were no abstentions.
3、 Documents for future reference
1. Resolution of the 15th meeting of the 3rd board of supervisors
Guangdong Haomei New Materials Co.Ltd(002988) board of supervisors
January 20, 2022
