Securities code: 300776 securities abbreviation: Wuhan Dr Laser Technology Corp.Ltd(300776) Announcement No.: 2022-004 bond Code: 123121 bond abbreviation: dill convertible bond
Wuhan Dr Laser Technology Corp.Ltd(300776)
Suggestive announcement on the beginning of conversion of dill convertible bonds into shares
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 tips
1. Securities code: 300776 securities abbreviation: Wuhan Dr Laser Technology Corp.Ltd(300776)
2. Bond Code: 123121 bond abbreviation: Deere convertible bond
3. Conversion price: 192.24 yuan / share
4. Conversion period: February 11, 2022 to August 4, 2027
5. Source of Conversion Shares: conversion of new shares
1、 Listing and issuance of convertible corporate bonds
(I) issuance of convertible corporate bonds
With the approval of the document of China Securities Regulatory Commission (zjxk [2021] No. 2379), Wuhan Dr Laser Technology Corp.Ltd(300776) (hereinafter referred to as “the company”) issued 8.4 million convertible corporate bonds (hereinafter referred to as “convertible bonds”) to unspecified objects on August 5, 2021, with a face value of 100 yuan each and a total issuance amount of 840 million yuan. The issuance method is to give priority to the original shareholders of the issuer registered after the closing of the market on the equity registration date. The balance after the priority placement of the original shareholders (including the part abandoned by the original shareholders) is issued to public investors through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”). The offering is underwritten by the recommendation institution (lead underwriter) in the form of balance underwriting. The part of the subscription amount of this offering less than 840 million yuan is underwritten by the recommendation institution (lead underwriter).
(II) listing of convertible corporate bonds
With the consent of Shenzhen Stock Exchange, the company’s 840 million yuan convertible corporate bonds were listed and traded on Shenzhen Stock Exchange on August 27, 2021. The bonds are referred to as “DIL convertible bonds” for short and the bond code is “123121”.
(III) conversion period of convertible corporate bonds
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the relevant provisions of the Wuhan Dr Laser Technology Corp.Ltd(300776) prospectus for the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as the “prospectus”), The conversion period of the convertible bonds issued this time starts from the first trading day (February 11, 2022) six months after the end of the issuance of the convertible bonds (August 11, 2021) to the maturity date of the convertible bonds (August 4, 2027) (in case of legal holidays or rest days, the above date shall be extended to the first working day after that, and the interest payment during the extended period shall not be calculated separately).
2、 Relevant terms of convertible corporate bonds
(I) issuance scale: RMB 840 million;
(II) number of copies issued: 8.4 million;
(III) face value and issuing price: each face value is 100.00 yuan, which is issued at face value;
(IV) bond term: from August 5, 2021 to August 4, 2027;
(V) term of share conversion: February 11, 2022 to August 4, 2027;
(VI) coupon rate: the coupon rate of convertible corporate bonds issued this time is 0.4% in the first year, 0.6% in the second year, 1.0% in the third year, 1.5% in the fourth year, 2.5% in the fifth year and 3.0% in the sixth year; (VII) current conversion price: 192.24 yuan / share.
3、 Relevant terms of convertible corporate bonds conversion
(I) reporting procedures for share conversion
1. The declaration of share conversion shall be made by means of offer through the trading system of Shenzhen Stock Exchange in accordance with the relevant provisions of Shenzhen Stock Exchange.
2. The holder can apply to convert all or part of the “dill convertible bonds” in his account into company shares. It is recommended that the convertible bond holder consult the opening securities company before reporting.
3. The reporting unit for the conversion of convertible corporate bonds into shares is 1 piece, and the denomination of 1 piece is 100 yuan, and the minimum unit converted into shares is 1 share; In case of multiple applications for share conversion within the same trading day, the number of share conversions will be calculated on a consolidated basis. For the part of convertible corporate bonds that is less than 1 share at the time of share conversion, the company will pay the face value of this part of convertible corporate bonds and the corresponding accrued interest of the current period in cash within 5 trading days after the date of share conversion in accordance with the relevant provisions of Shenzhen Stock exchange and other departments.
The calculation formula of the number of shares converted is: q = V / P, and the integer multiple of one share is taken by the tailing method.
Where: V is the total face value of convertible corporate bonds applied for share conversion by convertible bondholders; P is the conversion price effective on the date of application for conversion.
4. The trading declaration of convertible corporate bonds has priority over the declaration of share conversion. If the amount of convertible corporate bonds applied for share conversion by the holders of convertible corporate bonds is greater than the amount of convertible corporate bonds actually owned by them, the shares shall be converted according to the amount actually owned by them, and the remaining part of the application shall be cancelled.
(II) reporting time of share conversion
The holder may apply for share conversion during the conversion period (i.e. from February 11, 2022 to August 4, 2027) during the normal trading hours of the trading day of the Shenzhen Stock Exchange, except for the following times:
1. The share transfer shall be stopped in accordance with the relevant provisions of the prospectus;
2. According to relevant regulations, the period during which the company applies to stop the conversion of shares.
(III) freezing and cancellation of convertible corporate bonds
After confirming the validity of the share conversion application, China Securities Depository and Clearing Corporation Shenzhen Branch will write down (freeze and cancel) the balance of convertible corporate bonds of convertible corporate bondholders, increase the corresponding number of shares of convertible corporate bondholders, and complete the change registration.
(IV) listing date and rights and interests of new shares converted from convertible corporate bonds
Convertible corporate bonds purchased on the same day may apply for share conversion on the same day. The newly added shares of convertible corporate bonds can be listed and circulated on the next trading day after the declaration of share conversion. The new shares converted from convertible corporate bonds enjoy the same rights and interests as the original shares.
(V) relevant taxes in the process of share conversion
In case of relevant taxes during the conversion of convertible corporate bonds into shares, the taxpayers shall bear them by themselves.
(VI) ownership of interest in the conversion year
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 day of issuance of convertible corporate bonds (August 5, 2021) according to the total face value of convertible corporate bonds.
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 (August 5, 2021).
(2) Interest payment date: the interest payment date of each year is the date of each full year from the first day of issuance of convertible corporate bonds (August 5, 2021).
If the day is a legal holiday or rest day, it shall be postponed to the next trading day without additional interest. The interest year is between two adjacent interest payment days.
(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 its holders.
(4) The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders. 4、 Adjustment and correction of convertible corporate bond conversion price
(I) initial conversion price and latest conversion price
1. The initial conversion price of convertible corporate bonds issued this time is 192.70 yuan / share, which is not lower than the average trading price of the company’s shares on the 20 trading days before the announcement date of the prospectus and the average trading price of the company’s shares on the previous trading day.
Average trading price of the company’s shares in the first 20 trading days = total trading volume of the company’s shares in the first 20 trading days / total trading volume of the company’s shares in the last 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. As of the disclosure date of this announcement, the latest conversion price of dill convertible bonds is 192.24 yuan / share.
3. Price adjustment of previous share conversion
On October 27, 2021, the company held the second meeting of the third board of directors and the second meeting of the third board of supervisors, deliberated and adopted the proposal on the achievement of attribution conditions in the first attribution period of 2020 restricted stock incentive plan and the proposal on adjusting the grant price of 2020 restricted stock incentive plan, It is agreed that the company will handle the ownership of 470400 restricted shares for 92 incentive objects, and the grant price (after adjustment) is 89.07 yuan / share. The company will go through the registration procedures of the above restricted shares in accordance with relevant regulations. The listing and circulation date is set as November 19, 2021. After the registration of the new shares is completed, the total share capital of the company will be increased from 105800240 shares to 106270640 shares. According to relevant regulations, the conversion price of “Deere convertible bonds” was adjusted from 192.70 yuan / share to 192.24 yuan / share. The adjusted conversion price will take effect from November 19, 2021. For details, please refer to cninfo.com on November 18, 2021（ http://www.cn.info.com.cn. ）Announcement on the ownership of restricted shares and the adjustment of convertible bond conversion price by issuing additional shares (Announcement No.: 2021-071).
(II) adjustment method and calculation formula of share conversion price
According to the relevant provisions of the prospectus, after the issuance of “Deere convertible bonds”, when the company changes its shares due to share allotment, additional issuance, share distribution, dividend distribution, division and other reasons (excluding the increased share capital due to the conversion of convertible bonds issued this time), The conversion price will be adjusted according to the following formula (keep two decimal places and round the last one):
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 shall be carried out simultaneously: P1 = (p0-d + a) × k）/（1+n+k）
Where: P0 refers to the transfer price before adjustment, n refers to the share dividend or share capital conversion rate, K refers to the new share price or allotment rate, a refers to the new share price or allotment price, D refers to the cash dividend per share, and P1 refers to the transfer price after adjustment.
When the company changes the above shares and / or shareholders’ equity, the conversion price will be adjusted in turn and posted on the website of Shenzhen Stock Exchange（ http://www.szse.cn./ ）Or publish the announcement of the resolution of the board of directors on the media qualified for information disclosure in the securities market, and specify the adjustment date, adjustment method and suspension period of share conversion price in the announcement (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 application of the holder for conversion of shares shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, merger, division or any other circumstances, which may change the class, quantity and / or shareholder’s 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, follow the principles of fairness, impartiality The conversion price shall be adjusted in accordance with 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, the relevant provisions of the securities regulatory authorities and the Shenzhen Stock Exchange.
(III) 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 continuous 30 trading days, the board of directors of the company has the right to propose a downward correction plan for the conversion price and submit it to the general meeting of shareholders of the company for voting.
The above plan can be implemented only after more than two-thirds of the voting rights held by the shareholders attending the meeting are approved. 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 average trading price of the company’s shares on the 20th trading day before the convening of the general meeting of shareholders and the average trading price of the company’s shares on the previous trading day.
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（ http://www.szse.cn./ ）Or publish relevant announcements on the media qualified for information disclosure in the securities market, including the revision range of the announcement, the date of equity registration and the period of suspension of share conversion (if necessary). From the first trading day after the equity registration date (i.e. the date of correction of the share conversion price), the application for share conversion shall be resumed and the corrected share 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 share registration date, such conversion application shall be executed according to the corrected conversion price.
(IV) method for determining the number of shares converted
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: V refers to the holding of convertible corporate bonds
