Securities code: 002806 securities abbreviation: Guangdong Huafeng New Energy Technology Co.Ltd(002806) Announcement No.: 2022-006 bond Code: 128082 bond abbreviation: Huafeng convertible bond
Guangdong Huafeng New Energy Technology Co.Ltd(002806)
Suggestive announcement on not redeeming “Huafeng convertible bonds” in advance
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.
Important:
The company’s shares have triggered the redemption conditions of “Huafeng convertible bonds” from January 4, 2022 to January 24, 2022. After deliberation at the 20th meeting of the 5th board of directors, the company decided that from January 29, 2022 to December 31, 2022, when the “Huafeng convertible bonds” triggered the conditional redemption terms, the company would not exercise the right of early redemption.
Recalculated on the first trading day after January 1, 2023, if the redemption clause of “Huafeng convertible bonds” is triggered again, the board of directors will hold a separate meeting to decide whether to exercise the early redemption right of “Huafeng convertible bonds”.
1、 Basic information of Huafeng convertible bonds
(I) issuance of convertible bonds
With the approval of China Securities Regulatory Commission’s “zjxk [2019] No. 1945”, the company publicly issued 3524000 convertible corporate bonds on December 4, 2019, with a face value of 100 yuan each and a total issuance amount of 352.4 million yuan. The issuance method adopts the priority placement to the original shareholders. The balance after the priority placement of the original shareholders (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 part with the subscription amount less than 352.4 million yuan is underwritten by the balance of the lead underwriter.
(II) listing of convertible bonds
With the consent of SZS [2020] No. 2 document of Shenzhen Stock Exchange, the company’s 352.4 million yuan convertible corporate bonds will be listed and traded on Shenzhen Stock Exchange from January 6, 2020. The bonds are referred to as “Huafeng convertible bonds” for short and the bond code is “128082. SZ”.
(III) conversion period of convertible bonds
The conversion period of “Huafeng convertible bonds” is from June 10, 2020 to December 3, 2025.
(IV) price adjustment of convertible bonds to shares
In accordance with the provisions of relevant laws and regulations and the provisions of the prospectus for public issuance of convertible corporate bonds (hereinafter referred to as the prospectus), the “Huafeng convertible bonds” issued by the company this time can be converted into shares of the company from June 10, 2020. The initial conversion price is 13.17 yuan / share.
On May 29, 2020, the company implemented the 2019 profit distribution plan. According to the relevant provisions of the company’s prospectus and the relevant provisions of the CSRC on convertible corporate bonds: after the issuance of convertible bonds, if the company distributes bonus shares, converts to increased share capital, issues additional new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allots shares and distributes cash dividends, the conversion price shall be adjusted accordingly. The conversion price of Huafeng convertible bonds is adjusted from 13.17 yuan / share to 13.09 yuan / share. The adjusted conversion price will take effect from May 29, 2020.
The second meeting of the Fifth Board of directors was held on June 12, 2020, which considered and approved the proposal on downward revision of the conversion price of “Huafeng convertible bonds”, and the first extraordinary general meeting of shareholders in 2020 was held on June 30, 2020 to consider and approve the above proposal. The conversion price of Huafeng convertible bonds was adjusted from 13.09 yuan / share to 11.71 yuan / share. The adjusted conversion price will take effect from July 2, 2020.
On March 5, 2021, the 10th meeting of the 5th board of directors of the company considered and approved the proposal on downward revision of the conversion price of “Huafeng convertible bonds”, and held the second extraordinary general meeting of shareholders in 2021 on March 22, 2021 to consider and approve the above proposal. The conversion price of Huafeng convertible bonds was adjusted from 11.71 yuan / share to 9.13 yuan / share. The adjusted conversion price will take effect from March 23, 2021.
2、 Basis for triggering early redemption conditions of “Huafeng convertible bonds”
According to the provisions of the prospectus for convertible bonds, during the conversion period, when either of the following two situations occurs, the board of directors of the company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted into shares at the price of the face value of the bonds plus the accrued interest of the current period:
① During the conversion period of convertible corporate bonds issued this time, if the closing price of the company’s A-share shares for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price; ② When the balance of convertible corporate bonds issued this time is less than 30 million yuan.
The calculation formula of current accrued interest is:
IA=B × i × t÷365
Where: IA is the accrued interest of the current period; B is the total face value of convertible corporate bonds to be redeemed held by the holders of convertible corporate bonds issued this time; I is the coupon rate of convertible corporate bonds in the current year; T is 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).
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 conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment.
The closing price of the company’s shares ( Guangdong Huafeng New Energy Technology Co.Ltd(002806) , 002806) for 15 consecutive trading days from January 4, 2022 to January 24, 2022 is not lower than 130% of the current conversion price (9.13 yuan / share), i.e. 11.87 yuan / share, triggering the conditional redemption terms agreed in the prospectus.
3、 Deliberation on not redeeming “Huafeng convertible bonds” in advance
On January 28, 2022, the 20th meeting of the fifth session of the company deliberated and adopted the proposal on not redeeming “Huafeng convertible bonds” in advance. Based on the current market situation and the actual situation of the company, the board of directors decided not to exercise the right to redeem “Huafeng convertible bonds” in advance and not to redeem “Huafeng convertible bonds” in advance. Meanwhile, according to the measures for the administration of convertible corporate bonds issued by the China Securities Regulatory Commission and the relevant requirements of Shenzhen Stock Exchange, from the date of disclosure of this announcement to December 31, 2022, when the “Huafeng convertible bonds” trigger the conditional redemption terms, the company will not exercise the right of early redemption.
4、 The actual controllers, controlling shareholders, shareholders holding more than 5%, directors, supervisors and senior managers of the company have traded “Huafeng convertible bonds” within six months before the redemption conditions are met
After verification, the controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers of the company did not trade “Huafeng convertible bonds” in the first six months (i.e. from July 1, 2021 to December 31, 2021).
It is hereby announced.
Guangdong Huafeng New Energy Technology Co.Ltd(002806) board of directors January 29, 2002
