Securities code: 603186 securities abbreviation: Zhejiang Wazam New Materials Co.Ltd(603186) Announcement No.: 2022-008 Zhejiang Wazam New Materials Co.Ltd(603186)
Announcement on resolutions of the 22nd Meeting of the 4th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Convening of board meeting
The notice and materials of the 22nd Meeting of the 4th board of directors (hereinafter referred to as "the company") were sent to all directors by e-mail and telephone on January 14, 2022, and the meeting was held by means of communication voting on January 19, 2022. The meeting was convened and presided over by Mr. Liu Tao, chairman of the board of directors. There were 7 directors who should attend the meeting, 7 directors who actually attended the meeting, and the company's supervisors and some senior managers attended the meeting as nonvoting delegates. The convening of this board meeting complies with the relevant provisions of the company law and the articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
(I) the proposal on further clarifying the company's plan for public issuance of convertible corporate bonds was deliberated and adopted
On July 30, 2021, the company received the reply on approving Zhejiang Wazam New Materials Co.Ltd(603186) public issuance of convertible corporate bonds (zjxk [2021] No. 2508) issued by China Securities Regulatory Commission, which approved the company to issue convertible corporate bonds with a total face value of RMB 570 million to the public for a period of 6 years. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the public offering of A-share convertible corporate bonds, which was deliberated and adopted at the first extraordinary general meeting of 2021 held on February 5, 2021, the board of directors of the company, in accordance with the requirements of the regulatory authorities and in combination with the actual situation and market conditions of the company, Further clarify the plan for this public offering of convertible corporate bonds (hereinafter referred to as "convertible bonds"), as follows:
1. Issuance scale and quantity
The total amount of funds raised by the proposed issuance of convertible bonds is RMB 570 million, and the number of issued bonds is 5700000, 570000 hands.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes. The affirmative votes account for 100% of the voting votes held by all directors.
2. Bond interest rate
The coupon rate of convertible bonds issued this time is set as: 0.20% in the first year, 0.40% in the second year, 0.60% in the third year, 1.50% in the fourth year, 1.80% in the fifth year and 2.00% in the sixth year.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes. The affirmative votes account for 100% of the voting votes held by all directors.
3. Initial conversion price
The initial conversion price of the convertible bonds issued this time is 39.09 yuan / share, Not less than the higher of the average trading price of the company's A-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 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 shall not be corrected upward.
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 results: 7 affirmative votes, 0 negative votes and 0 abstention votes. The affirmative votes account for 100% of the voting votes held by all directors.
4. 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 not converted into shares at the price of 108% (including the last interest) of the face value of the convertible bonds issued this time.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes. The affirmative votes account for 100% of the voting votes held by all directors.
5. Distribution method and object
The convertible bonds issued this time shall be placed preferentially to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of the market on the equity registration date (January 21, 2022, t-1), The balance after the preferential placement of the original shareholders (including the part that the original shareholders give up the preferential placement) is sold online to the public investors through the trading system of Shanghai Stock Exchange, and the balance is underwritten by the sponsor (lead underwriter). The issuing objects of this convertible bond are:
(1) Preferential placement to the original shareholders of the issuer: all shareholders of the issuer registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of the equity registration date announced in the issuance announcement (January 21, 2022, t-1).
The issuer has a total share capital of 142025312 shares, 0 shares held in the special securities repurchase account of the issuer, and the A-share share capital that can participate in the preferred placement of this issuance is 142025312 shares. If the number of share capital that the company can participate in the placement changes by the equity registration date (January 21, 2022, t-1), the company will disclose the announcement on the adjustment of the placement proportion of the original shareholders of convertible bond issuance on the starting date of subscription (January 24, 2022, t).
(2) Online issuance: natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding the securities account of China Securities Depository and Clearing Co., Ltd. Shanghai Branch (except those prohibited by national laws and regulations).
(3) The self operated accounts of the members of the underwriting syndicate of this offering shall not participate in online subscription.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes. The number of affirmative votes accounts for 100% of the voting votes held by all directors.
6. Placement arrangement to original A-share shareholders
The number of Huazheng convertible bonds that can be preferentially placed by the original shareholders is the number of shares of the company registered by China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of the equity registration date (January 21, 2022, t-1). The amount of convertible corporate bonds that can be placed is calculated according to the proportion of convertible corporate bonds with a par value of RMB 4.013 per share, Then convert it into the number of hands according to the proportion of 1000 yuan / hand, and each hand (10 pieces) is a subscription unit, that is, 0.004013 hands of convertible corporate bonds per share. The original shareholders can decide the amount of convertible bonds actually subscribed according to their own conditions.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes. The affirmative votes account for 100% of the voting votes held by all directors.
The independent directors of the company expressed their independent opinions on the above proposal.
(II) the proposal on the public issuance of convertible corporate bonds for listing was deliberated and adopted
The first extraordinary general meeting of 2021 held by the company on February 5, 2021 deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the public offering of A-share convertible corporate bonds. According to the above authorization, the company will, after the issuance of convertible bonds is completed, Apply to Shanghai stock exchange for handling matters related to the listing of convertible bonds in Shanghai Stock Exchange and Shanghai Branch of China Securities Depository and Clearing Co., Ltd., and authorize the chairman of the company or his designated authorized agent to handle specific matters.
The independent directors of the company expressed their independent opinions on the above proposal.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes. The number of affirmative votes accounts for 100% of the voting votes held by all directors.
(III) the proposal on opening a special account for raising funds through public issuance of convertible corporate bonds and signing a supervision agreement was deliberated and adopted
In order to standardize the management, storage and use of the company's raised funds and effectively protect the rights and interests of investors, according to the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, the stock listing rules of Shanghai Stock Exchange According to the relevant provisions of the measures for the management of raised funds of listed companies of Shanghai Stock Exchange and the company's raised funds management system, it is agreed that the company and the subsidiaries of the implementation subject of the raised investment project shall open a special account for raised funds according to the needs of raised funds management for the special storage and use of the raised funds of convertible corporate bonds of the company, And authorize the chairman of the company or his designated authorized agent to sign the supervision agreement on the raised funds with the sponsor and the deposit bank to supervise the deposit and use of the raised funds. The independent directors of the company expressed their independent opinions on the above proposal.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes. The number of affirmative votes accounts for 100% of the voting votes held by all directors.
3、 Documents for future reference
1. Zhejiang Wazam New Materials Co.Ltd(603186) resolution of the 22nd Meeting of the Fourth Board of directors.
It is hereby announced.
Zhejiang Wazam New Materials Co.Ltd(603186) board of directors January 19, 2022
