Securities code: 002455 securities abbreviation: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) Announcement No.: 2022-007 bond Code: 128093 bond abbreviation: Baichuan convertible bond
Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455)
As for the first suggestive announcement on the implementation of the redemption of “Baichuan convertible bonds”, the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
hot tip
1. Registration date of redemption of “Baichuan convertible bonds”: March 1, 2022
2. Redemption date of “Baichuan convertible bonds”: March 2, 2022
3. Redemption price of “Baichuan convertible bonds”: 100.397 yuan / piece (including the current accrued interest, the current annual interest rate is 2.50%, and the current interest includes tax).
4. Date of receipt of funds of the issuer (company): March 7, 2022
5. Arrival date of redemption money of investors: March 9, 2022
6. Stop trading and share conversion date of “Baichuan convertible bonds”: March 2, 2022
7. The trading of “Baichuan convertible bonds” is planned to be stopped on March 2, 2022. However, according to the relevant provisions of the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange, if the circulating face value of “Baichuan convertible bonds” is less than 30 million yuan, the trading will be stopped three trading days after the company issued the relevant announcement. Therefore, the trading time of “Baichuan convertible bonds” may be advanced, At that time, please pay attention to the announcement on the suspension of trading of “Baichuan convertible bonds” issued by the company in time.
8. According to the arrangement, the “Baichuan convertible bonds” that have not been converted into shares after the closing of the market on March 1, 2022 will be forcibly redeemed. After this redemption, the “Baichuan convertible bonds” will be delisted in Shenzhen Stock Exchange. If the “Baichuan convertible bonds” held by the holder are pledged or frozen, it is recommended to lift the pledge and freeze before the date of suspension of trading and share conversion, so as to avoid being redeemed due to inability to convert shares.
Risk warning: according to the arrangement, the “Baichuan convertible bonds” that have not been converted into shares after the closing of the market on March 1, 2022 will be forcibly redeemed at the price of 100.397 yuan / piece. Due to the large difference between the current secondary market price and the redemption price, investors may face losses if they fail to convert shares in time. Please pay attention to the investment risk.
1、 Overview of redemption
1. Trigger redemption
Approved by the reply on approving Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) public issuance of convertible corporate bonds (zjxk [2019] No. 2576) of China Securities Regulatory Commission, Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) (hereinafter referred to as “the company”) publicly issued 5.2 million convertible corporate bonds (hereinafter referred to as “convertible bonds”) on January 3, 2020, with a face value of 100 yuan each and a total issuance amount of 520 million yuan. With the consent of SZS [2020] No. 39 document of Shenzhen Stock Exchange, the company’s 520 million yuan convertible corporate bonds have been listed and traded on Shenzhen Stock Exchange since January 21, 2020. The bonds are referred to as “Baichuan convertible bonds” for short and the bond code is “128093”. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the prospectus for the public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”), the convertible bonds of the company can be converted into shares of the company from July 9, 2020, and the initial conversion price of the convertible bonds is 6.00 yuan / share.
On May 22, 2020, the company disclosed the announcement on the price adjustment of convertible bonds into shares (Announcement No.: 2020-047). As the company implemented the 2019 profit distribution plan, the conversion price of “Baichuan convertible bonds” was adjusted from 6.00 yuan / share to 5.87 yuan / share. The adjusted conversion price will take effect from May 29, 2020. On May 20, 2021, the company disclosed the announcement on the price adjustment of convertible bonds into shares (Announcement No.: 2021-040). As the company implemented the profit distribution plan for 2020, the conversion price of “Baichuan convertible bonds” was adjusted from 5.87 yuan / share to 5.77 yuan / share. The adjusted conversion price will take effect from May 27, 2021. The closing price of the company’s shares (hereinafter referred to as: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) , code: 002455) for 20 consecutive trading days from January 4, 2022 to February 7, 2022 is not less than 130% (i.e. 7.50 yuan / share) of the current conversion price of “Baichuan convertible bonds” (i.e. 5.77 yuan / share), which has triggered the conditional redemption clause agreed in the prospectus.
The company held the second meeting of the sixth board of directors and the second meeting of the sixth board of supervisors on February 7, 2022, deliberated and adopted the proposal on early redemption of “Baichuan convertible bonds”, and agreed to exercise the conditional redemption right of “Baichuan convertible bonds”, Redeem all the “Baichuan convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the market on the redemption registration date at the price of the par value of the bonds plus the accrued interest of the current period.
2. Redemption clause
The relevant provisions on conditional redemption in the prospectus are as follows:
During the conversion period, in case of any of the following two situations, the company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted according to the face value of the bonds plus the accrued interest in the current period:
1) During the conversion period, if the closing price of the company’s shares on 20 trading days in any 30 consecutive trading days is not less than 130% (including 130%) of the current conversion price; If the conversion price has been adjusted within the above 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;
2) When the balance of convertible corporate bonds issued this time is less than 30 million yuan.
The calculation formula of the above 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 corporate bonds held by the holders of convertible corporate bonds issued this time; i: Refers to the coupon rate of convertible corporate 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).
2、 Redemption implementation arrangement
1. Redemption price and determination basis of redemption price
According to the agreement on conditional redemption in the prospectus of the company, the redemption price of “Baichuan convertible bonds” is 100.397 yuan / piece. The calculation process is as follows:
The calculation formula of current accrued interest is: ia = B × i × t/365
Ia: refers to the current accrued interest
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time (each face value is 100 yuan);
i: Refers to the coupon rate of convertible corporate bonds of 2.50% in the current year;
t: It refers to the number of interest days. The actual calendar days from the start date of interest calculation (i.e. January 3, 2022) to the redemption date of this interest year (i.e. March 2, 2022) are 58 days (the beginning does not count the end).
Current accrued interest of each bond = 100 × 2.50% × 58 / 365 = 0.397 yuan / piece
Redemption price of each bond = face value of bond + current interest = 100 + 0.397 = 100.397 yuan / piece
The tax deduction of investors’ bond interest income is described as follows:
For individual investors holding “Baichuan convertible bonds” and bondholders of securities investment funds, the interest income tax shall be withheld and paid by cashing and distribution institutions such as securities companies at the tax rate of 20%. The company will not withhold and pay the income tax, and the actual redemption price of each bond after deduction is 100.318 yuan; For qualified foreign investors (QFII and rqfii) holding “Baichuan convertible bonds”, in accordance with the provisions of the notice on enterprise income tax and value-added tax policies for overseas institutions investing in domestic bond market (CS [2018] No. 108) and the decision of the executive meeting of the State Council on October 27, 2021, the enterprise income tax and value-added tax are temporarily exempted, and the redemption price of each is 100.397 yuan; For other bondholders holding “Baichuan convertible bonds”, they shall pay bond interest income tax by themselves, and the redemption price of each bond is 100.397 yuan. The redemption price after tax shall be subject to the price approved by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
2. Redemption object
As of the closing of the redemption registration date (i.e. March 1, 2022), all holders of “Baichuan convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
3. Redemption procedure and schedule
(1) The company will publish the redemption implementation announcement at least three times on the information disclosure media designated by the CSRC within 5 trading days after meeting the redemption conditions for the first time to inform the holders of “Baichuan convertible bonds” of the redemption.
(2) From March 2, 2022, “Baichuan convertible bonds” will stop trading.
(3) According to the relevant provisions of the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange, if the circulating face value of “Baichuan convertible bonds” is less than 30 million yuan, the trading will be stopped three trading days after the company issued the relevant announcement. Therefore, the trading time of “Baichuan convertible bonds” may be advanced, At that time, please pay attention to the announcement on the suspension of trading of “Baichuan convertible bonds” issued by the company in time.
(4) March 2, 2022 is the redemption date of “Baichuan convertible bonds”. The company will fully redeem the “Baichuan convertible bonds” registered after the closing of the market as of the redemption registration date (the trading day before the redemption date: March 1, 2022). Since March 2, 2022, “Baichuan convertible bonds” has stopped converting shares. After the conditional redemption, Baichuan convertible bonds will be delisted in Shenzhen Stock Exchange.
(5) March 7, 2022 is the arrival date of the issuer’s (company’s) funds.
(6) March 9, 2022 is the date when the redemption money reaches the capital account of “Baichuan convertible bonds” holders. At that time, the redemption money of “Baichuan convertible bonds” will be directly transferred to the capital account of “Baichuan convertible bonds” holders through Convertible Bond Custody brokers.
(7) The company will publish the announcement of redemption results and the announcement of delisting of convertible bonds on the information disclosure media designated by the CSRC within 7 trading days after the end of this redemption.
4. Other matters
Consulting department: Securities Department of the company
Contact: Chen Huimin, Miao bin
Tel: 0510-81629928
Email: [email protected].
3、 The actual controllers, controlling shareholders, shareholders holding more than 5%, directors, supervisors and senior managers of the company have traded “Baichuan convertible bonds” within six months before the redemption conditions are met
Within six months before the redemption conditions are met (i.e. August 8, 2021 to February 7, 2022), the controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers of the company do not trade “Baichuan convertible bonds”.
4、 Other matters to be explained
1. “Baichuan convertible bonds” will stop trading and share conversion from March 2, 2022. However, if the circulating face value of “Baichuan convertible bonds” is less than 30 million yuan, the trading will be stopped three trading days after the company issued the relevant announcement. Therefore, the trading time of “Baichuan convertible bonds” may be advanced. In addition, “Baichuan convertible bonds” can be normally traded and converted into shares during the trading hours of the trading day of the Shenzhen Stock Exchange from the date of the redemption announcement to the date of redemption.
2. If the holders of “Baichuan convertible bonds” handle the conversion of shares, they must report the conversion of shares through the securities company hosting the bonds. It is recommended that the holders of convertible bonds consult the securities company that opened the account before reporting.
3. Treatment method of less than one share amount during share conversion
The shares applied for conversion by the holders of “Baichuan convertible bonds” must be integer shares. If the balance of convertible corporate bonds is not enough to be converted into one share at the time of share conversion, the company will cash the balance of convertible corporate bonds and the current accrued interest corresponding to the balance within five trading days after the date of share conversion of convertible corporate bondholders in accordance with the relevant provisions of Shenzhen stock exchange and other departments.
5、 Filing documents
1. Resolutions of the second meeting of the sixth board of directors of the company;
2. Resolutions of the second meeting of the sixth board of supervisors of the company;
3. Independent opinions of independent directors on relevant matters;
4. Jiangsu century Tongren law firm on Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) convertible company
5. Citic Securities Company Limited(600030) verification opinions on Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) exercising the right of early redemption of “Baichuan convertible bonds”.
It is hereby announced.
Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) board of directors February 7, 2022
