Stock abbreviation: Hnac Technology Co.Ltd(300490) Stock Code: 300490 Hnac Technology Co.Ltd(300490)
HNAC TECHNOLOGY CO.,LTD.
(address: No. 609, lushong Road, Lugu, Changsha high tech Development Zone, Hunan Province) plan for issuing convertible corporate bonds to unspecified objects January, 2002
Issuer statement
1. The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents of the plan.
2. After the issuance of convertible corporate bonds to unspecified objects is completed, the company shall be responsible for the changes in the company’s operation and income; The investor shall be responsible for the investment risk arising from the issuance of convertible corporate bonds to unspecified objects.
3. This plan is the explanation of the board of directors of the company on the issuance of convertible corporate bonds to unspecified objects. Any statement to the contrary is untrue.
4. Investors should consult their brokers, lawyers, professional accountants or other professional advisers if they have any questions.
5. The matters mentioned in this plan do not represent the substantive judgment, confirmation, approval or registration of the audit authority on matters related to the issuance of convertible corporate bonds to unspecified objects. The effectiveness and completion of the matters related to the issuance of convertible corporate bonds to unspecified objects described in the plan have yet to be deliberated and approved by the general meeting of shareholders of the listed company and approved or registered by relevant examination and approval authorities.
1、 Explanation that the issuance meets the conditions for issuing securities to unspecified objects in the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws, regulations and normative documents, the board of directors conducted self-examination and demonstration on the actual situation and related matters of Hnac Technology Co.Ltd(300490) (hereinafter referred to as “the company”, “300490}” or “the issuer”), It is considered that all conditions of the company meet the relevant provisions of current laws and regulations and normative documents on issuing convertible corporate bonds to unspecified objects, and have the conditions for gem to issue convertible corporate bonds to unspecified objects.
2、 Overview of this offering
(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 relevant laws and regulations and the current situation of the company, the total amount of convertible bonds issued this time shall not exceed RMB 1 million (including this amount). The specific amount of funds raised shall be determined by the board of directors (or its authorized representative) authorized by the general meeting of shareholders within the above limit.
(III) face value and issue price
The face value of each convertible bond issued this time is RMB 100, which is issued at face value.
(IV) duration of convertible bonds
The duration of the convertible 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 representative) 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 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 that the convertible bond holder 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 = B × i
1: Means the annual interest amount;
B: Refers to the total face value of the convertible bonds held by the holders of the issued convertible bonds on the interest payment registration date of the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: It refers to the coupon rate of convertible bonds in the current year.
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 convertible bond issuance. The tax payable on the interest income obtained by the convertible bond holder shall be borne by the convertible bond holder.
(2) Interest payment date: the interest payment date of each year is the date of each full year from the first date of this convertible bond issuance. 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 bonds that apply for conversion into the company’s shares before the registration date of interest paying creditor’s rights (including the registration date of interest paying creditor’s rights), the company will no longer pay the interest of this interest year and subsequent interest years to its holders.
(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 basis of initial conversion price
The initial conversion price of the 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 date of publication 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 specific market and company conditions.
If the share price has been adjusted due to ex right and ex interest within the above 20 trading days, the trading 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, when the company’s shares change due to bonus shares, conversion to share capital, additional issuance of new shares or allotment, dividend distribution, etc. (excluding the increased share capital due to the conversion of convertible corporate bonds), the conversion price will be adjusted accordingly. The specific adjustment methods are as follows:
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 distribution: P1 = p0-d;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k）/（1+n+k）。
Where: P1 is the conversion price after adjustment, P0 is the conversion price before adjustment, n is the share distribution rate or share capital conversion rate, K is the new share issuance rate or share allotment rate, a is the new share price or share 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 method and suspension period (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible bonds issued this time and before the registration date of conversion shares, the application for conversion of shares of the holder shall be executed according to the adjusted 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, number and / or shareholders’ equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible bonds issued this time or the derivative rights and interests of convertible bonds, the company will, as the case may be, follow the principles of fairness, impartiality The conversion price shall be adjusted according to the principles of fairness and full protection of the rights and interests of convertible bond holders. 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 clause of share conversion price
1. Correction authority and correction range
During the duration of the convertible corporate bonds issued this time, 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 shareholders’ meeting of the company for 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 20 trading days before the date of the shareholders’ meeting and the average price of the previous trading day, and shall not be lower than the latest audited net assets per share and the par value of the shares.
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 the announcement of the resolution of the general meeting of shareholders on the information disclosure newspapers and Internet websites of listed companies designated by the CSRC, announcing the revision range, equity registration date and the period of suspension of conversion. 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 corrected conversion price shall be implemented.
If the correction date of the share conversion price is on or after the share conversion application date and before the share conversion registration date, such share conversion application shall be executed according to the corrected share 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 may carry out the resale within the additional resale reporting period after the announcement of the company. If the resale is not implemented 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 convertible bonds issued this time
