Securities code: 002988 securities abbreviation: Guangdong Haomei New Materials Co.Ltd(002988) Announcement No.: 2022-003 Guangdong Haomei New Materials Co.Ltd(002988)
Announcement on resolutions of the 15th 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
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 directors to all directors by wechat, e-mail and telephone on January 14, 2022. The 15th meeting of the third board of directors was held by on-site combined with communication in the company’s conference room on January 19, 2022. The meeting was attended by 8 directors, and 8 directors actually attended. The meeting was convened and presided over by Mr. Dong Weifeng, chairman of the board of directors. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The number of voting participants and the convening and convening procedures of the meeting comply with the relevant provisions of the company law and the articles of association, and the resolutions formed by voting are legal and effective.
2、 Deliberations of the board meeting
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 the 14th meeting of the third board of directors held 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. The board of directors of the company, in accordance with the authorization of the general meeting of shareholders and based on the issuance plan of convertible corporate bonds for this public offering determined by the above proposal, further defines the specific issuance plan of convertible bonds as follows (except for the following, other terms of this convertible 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: 8 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: 8 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: 8 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: 8 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 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 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: 8 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: 8 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: 8 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: 8 affirmative votes; No negative votes; There were no abstentions.
The independent directors of the company have expressed their independent opinions on this proposal.
2. Deliberated and adopted the proposal on public issuance of convertible corporate bonds for listing
According to the authorization of the company’s second extraordinary general meeting in 2020 and the second extraordinary general meeting 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.
Voting result: 8 affirmative votes; No negative votes; There were no abstentions.
The independent directors of the company have expressed their independent opinions on this proposal.
3. The proposal on opening a special account for funds raised by public issuance of convertible corporate bonds and signing a supervision agreement on funds raised was deliberated and adopted
In order to standardize the management of the funds raised by the company’s public offering of convertible corporate bonds, improve the use efficiency of the raised funds and protect the rights and interests of the majority of investors. In accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the management system of raised funds of the company, and in accordance with 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 agrees that the company shall open a special account for the raised funds for the special storage and use of the funds raised by convertible corporate bonds. The company and its subsidiaries will sign a supervision agreement on the raised funds with the recommendation institution and the relevant bank to open an account to supervise the deposit and use of the raised funds.
Voting result: 8 affirmative votes; No negative votes; There were no abstentions.
The independent directors of the company have expressed their independent opinions on this proposal.
4. The proposal on applying for comprehensive credit from commercial banks was deliberated and adopted
In order to broaden financing channels and meet the funds required for operation and development, the company plans to apply to Foshan branch of Guangdong Huaxing Bank Co., Ltd. for a comprehensive credit of 200 million yuan, China Zheshang Bank Co.Ltd(601916) Guangzhou Branch for a comprehensive credit of 100 million yuan, Hua Xia Bank Co.Limited(600015) Guangzhou Branch for a comprehensive credit of 100 million yuan. The credit types include various working capital loans, trade financing, letters of credit, etc., and the credit term is one year. The loan under the credit line is a credit loan, which does not require the company to provide asset mortgage or pledge, nor the third party to provide guarantee. The specific loan type, term and interest rate shall be subject to the actually signed agreement.
Voting result: 8 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 directors
2. Independent opinions of independent directors on matters related to the 15th meeting of the third board of directors
Guangdong Haomei New Materials Co.Ltd(002988)
Board of directors
January 20, 2022
