Hnac Technology Co.Ltd(300490) scheme for issuing convertible corporate bonds to unspecified objects
(I) types of securities issued
The type of securities issued this time is convertible corporate bonds convertible into company shares (hereinafter referred to as “convertible bonds”). The convertible bonds and future convertible stocks will be listed on the Shenzhen Stock Exchange.
(II) issuance scale
According to the provisions of relevant laws and regulations and in combination with the company’s financial situation and investment plan, the total scale of convertible corporate bonds to be issued this time shall not exceed RMB 1 million (including this number). The specific scale of issuance shall be submitted to the general meeting of shareholders of the company to authorize the board of directors (or its authorized representative) to determine within the above limit.
(III) face value and issue price
The face value of each convertible corporate bond issued this time is RMB 100, which is issued at face value.
(IV) duration of bonds
The term of convertible corporate bonds issued this time is six years from the date of issuance.
(V) bond interest rate
The determination method of the coupon rate of convertible corporate 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 (or its authorized person) to negotiate with the sponsor (lead underwriter) according to national policies, market conditions and specific conditions of the company before issuance.
(VI) term and method of repayment of principal and interest
The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and return the principal and interest of the last year when due.
1. Annual interest calculation
Annual interest refers to the current interest enjoyed by the holders of convertible corporate bonds for each full year from the first date of issuance of convertible corporate bonds according to the total face value of convertible corporate bonds held.
The calculation formula of annual interest is: I = B × i
1: Means the annual interest amount;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time on the registration date of interest paying creditor’s rights in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: Refers to the coupon rate of convertible corporate bonds in the current year.
2. Interest payment method
(1) The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of issuance of convertible corporate bonds. The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders.
(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 convertible corporate bonds. If the day is a legal holiday or rest day, it shall be postponed to the next working day without additional interest. Every two adjacent interest payment days is an interest year. The ownership of interest and dividends in the year of share conversion shall be determined by the board of directors of the company in accordance with relevant laws and regulations and the provisions of Shenzhen Stock Exchange. (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 corporate 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 the holder.
(VII) term of share conversion
The conversion period of convertible corporate bonds issued this time starts from the first trading day after the expiration of six months from the date of issuance of convertible corporate bonds to the maturity date of convertible corporate bonds. Bondholders have the option to convert or not to convert shares, and become shareholders of the company on the next day of the conversion.
(VIII) determination and adjustment of share conversion price
1. Determination of initial conversion price
The initial conversion price of convertible corporate bonds issued this time shall not be lower than the higher of the average trading price of the company’s shares on the 20 trading days prior to the announcement date of the prospectus and the average trading price of the company’s shares on the previous trading day, The specific initial conversion price shall be determined by the board of directors (or its authorized representative) authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the market and the specific situation of the company before issuance.
If the stock price is adjusted due to ex right and ex interest within the 20 trading days, the average transaction price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustment.
Among them, the average trading price of the company’s shares in the first 20 trading days = the total trading volume of the company’s shares in the first 20 trading days / the total trading volume of the company’s shares in the 20 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.
2. Adjustment method and calculation formula of conversion price
After this issuance, if the company changes its shares due to the occurrence of, additional issuance of new shares or allotment of shares, dividend distribution, etc. (excluding the increased share capital due to the conversion of convertible corporate bonds), the conversion price will be adjusted accordingly
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 are carried out simultaneously: P1 = (p0-d + A × k）/（1+n+k）。
Where: P1 is the adjusted conversion price, P0 is the conversion price before the adjustment, n is the share distribution rate or share capital conversion rate, K is the new share issuance or allotment rate, a is the new share price or allotment price, and D is the cash dividend per share. When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish relevant announcements on the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment, adjustment measures and suspension period (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible corporate bonds issued this time and before the registration date of conversion shares, the holder’s application for conversion shall be executed according to the adjusted conversion price of the company.
When the company’s share repurchase, merger, division or any other circumstances may change the class, number and / or shareholders’ equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible corporate bonds issued this time or the derivative rights and interests converted into shares, the company will, according to the specific circumstances, act in a fair and just manner 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 corporate bonds issued this time. 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) how to determine the number of shares to be converted and how to deal with the amount of less than one share at the time of conversion
When the holders of convertible bonds issued this time apply 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 refers to the number of convertible bond holders applying for share conversion; V refers to the total face value of convertible bonds applied for share conversion by the holders of convertible bonds; P refers to the conversion price effective on the date of application for conversion.
The shares to be converted by the holders of convertible corporate bonds shall be integral shares. If the balance of convertible bonds is not enough to be converted into one share at the time of share conversion, the company will cash the balance of convertible bonds and the current accrued interest corresponding to the balance within five trading days after the date of share conversion by the holder of convertible bonds in accordance with the relevant provisions of Shenzhen stock exchange and other departments.
(x) downward correction of share conversion price
1. Correction authority and correction range
When the closing price of at least 15 trading days is lower than 85% of the current conversion price, 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.
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, shareholders holding convertible corporate bonds issued this time shall withdraw. The revised conversion price shall not be lower than the higher of the average trading price of the company’s shares on the 20 trading days before the convening of the general meeting and the average trading price of the company’s shares on the previous trading day, and shall not be lower than the net assets per share and the par value of the shares audited in the latest period.
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.
2. Correction procedure
If the company decides to revise the conversion price downward, the company will publish relevant announcements on the information disclosure media of listed companies designated by the CSRC, announcing the correction range, equity registration date, suspension of conversion period (if necessary) and other relevant information. 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 the conversion price is on or after the conversion application date and before the conversion stock registration date, such conversion application shall be executed according to the corrected conversion price.
（11） Redemption clause
1. 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 that have not been converted into shares. The specific redemption price shall be determined by the board of directors (or its authorized representative) authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the market conditions.
2. Conditional redemption clause
During the conversion period, when any of the following circumstances occurs, the company has the right to decide to redeem all or part of the convertible bonds not converted into shares at the price of bond face value plus accrued interest in the current period:
(1) During the conversion period, if the closing price of the company’s shares for at least 15 trading days in any continuous 30 trading days is not less than 130% (including 130%) of the current conversion price;
(2) When the balance of convertible bonds issued this time is less than 30 million yuan.
The calculation formula of current accrued interest is: ia = B × i × t/365
Ia: interest accrued in the current period;
B: Refers to the total face value of convertible bonds to be redeemed held by the holders of convertible bonds issued this time;
i: Refers to the coupon rate of convertible bonds 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 trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the adjusted conversion price and closing price on the trading day after the adjustment.
（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 for 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 current accrued interest.
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 issued this time), allotment of shares and distribution of cash dividends on the above trading days, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment, On the adjusted trading day, it shall be calculated according to the adjusted conversion price and closing price. In case of downward correction of the conversion price, the above 30 consecutive trading days shall be recalculated from the first trading day after the conversion price adjustment.
In the last two interest bearing years of the convertible bonds issued this time, the holders of the convertible bonds may exercise the resale right once according to the above agreed conditions after the resale conditions are met for the first time. If the holders of the convertible bonds fail to declare and implement the resale within the resale reporting period announced by the company at that time, the resale right shall not be exercised in the interest bearing year, The holders of convertible bonds cannot exercise part of the resale right multiple times.
2. Additional resale clause
If there is a significant change in the implementation of the investment project of the raised funds of the company’s convertible bonds issued this time compared with the commitment of the company in the prospectus, and it is deemed to change the purpose of the raised funds according to the relevant provisions of the CSRC or Shenzhen Stock Exchange, and it is recognized as changing the purpose of the raised funds by the CSRC or Shenzhen Stock Exchange, The holders of convertible bonds enjoy the right of one-time resale. The holders of convertible bonds have the right to resell all or part of their convertible bonds to the company at the face value of the bonds plus the accrued interest for the current period. After the additional resale conditions are met, the holder can carry out the resale within the additional resale reporting period after the announcement of the company. If the resale is not carried out during the additional resale reporting period, the additional resale right shall not be exercised again.
The calculation formula of current accrued interest is: ia = B × i × t/365
Ia: interest accrued in the current period;
B: Refers to the total face value of convertible bonds to be redeemed held by the holders of convertible bonds issued this time;
i: Refers to the coupon rate of convertible bonds in the current year;
t: Refers to the number of interest days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest year (the beginning does not count the end).
（13） Dividend distribution after conversion
The company’s shares increased due to the conversion of convertible corporate bonds issued this time enjoy the same rights and interests as the original shares. All ordinary shareholders registered on the date of dividend distribution equity registration (including shareholders formed due to the conversion of convertible corporate bonds) participate in the current profit distribution and enjoy the same rights and interests.
（14） Issuing method and object
The specific issuance method of convertible corporate bonds shall be determined through consultation between the board of directors (or its authorized representative) authorized by the general meeting of shareholders and the sponsor (lead underwriter).
The issuing objects of convertible corporate bonds are natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding the securities account of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (except those prohibited by national laws and regulations).
（15） Placement arrangements to original shareholders
The convertible corporate bonds issued this time shall be placed preferentially to the original shareholders of the company, and the original shareholders shall also have the right to waive the placing right. The proportion of priority placement to the original shareholders shall be submitted to the general meeting of shareholders to authorize the board of directors (or its authorized representative) to determine according to the specific conditions at the time of issuance, and shall be disclosed in the announcement of the issuance of convertible corporate bonds. In addition to the preferential placement of the original shareholders and the part where the original shareholders give up the preferential placement and after-sales, the offline sale to institutional investors and the online pricing issuance through the trading system of Shenzhen Stock Exchange shall be combined, and the balance shall be underwritten by the underwriter.
（16） Bondholders and bondholders’ meetings
1. Rights of bondholders of this convertible company
(1) Enjoy the agreed interest according to the amount of convertible corporate bonds it holds;
(2) Participate in or entrust an agent to participate in the bondholders’ meeting and exercise voting rights in accordance with laws, administrative regulations and other relevant provisions;
(3) Convert the convertible bonds held into A-Shares of the company according to the agreed conditions;
(4) Exercise the resale right according to the conditions agreed in the prospectus;
(5) Transfer, gift or pledge its holdings in accordance with laws, administrative regulations and the Hnac Technology Co.Ltd(300490) articles of association
