Citic Securities Company Limited(600030)
About Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455)
Verification opinions on exercising the right of early redemption of “Baichuan convertible bonds”
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) as a sponsor of Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) (hereinafter referred to as ” Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) ” or “company”) to publicly issue convertible corporate bonds in 2019, In accordance with the measures for the administration of convertible corporate bonds, the measures for the administration of securities issuance and listing recommendation business, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business and other regulations, the company’s exercise of the early redemption right of Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) convertible corporate bonds (hereinafter referred to as “Baichuan convertible bonds”) is verified. The verification results are as follows: 1 Issuance and listing of “Baichuan convertible bonds”
(I) issuance of convertible bonds
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 the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) (hereinafter referred to as the “company”) publicly issued 5.2 million convertible corporate bonds on January 3, 2020, with a face value of 100 yuan each, The total issuance amount is 520 million yuan.
(II) listing of convertible bonds
With the consent of “SZS [2020] No. 39” document of Shenzhen Stock Exchange (hereinafter referred to as “SZSE”), 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” and the bond code is “128093”.
(III) term of convertible bonds to shares
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the provisions of the prospectus for the public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”), The convertible bond to equity period starts from the first trading day (July 9, 2020) six months after the end of the issuance of convertible bonds (January 9, 2020) to the maturity date of convertible bonds (January 3, 2026).
(IV) price adjustment of convertible bonds to shares
According to the relevant provisions of the company’s prospectus and the relevant provisions of the CSRC on convertible corporate bonds: after this issuance, when the company distributes stock dividends, converts to share capital, issues new shares or allotments, and distributes cash dividends (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), The conversion price shall be adjusted accordingly. The initial conversion price of the company’s 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. 2、 Conditional redemption provisions of the prospectus on “Baichuan convertible bonds”
The relevant provisions on conditional redemption in the prospectus of the company are as follows:
“During the conversion period, when either of the following two situations occurs, 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 of the current period:
1) During the conversion period, if the closing price of the company’s shares on at least 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). ” 3、 This triggered the redemption of “Baichuan convertible bonds”
The closing price of A-Shares of the company (stock abbreviation: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) ; Stock Code: 002455) for 20 consecutive trading days from January 4, 2022 to February 7, 2022 is not less than 130% of the current conversion price of “Baichuan convertible bonds” (i.e. 5.77 yuan / share), which has triggered the conditional redemption terms agreed in the prospectus.
On February 7, 2022, the second meeting of the sixth board of directors and the second meeting of the sixth board of supervisors deliberated and approved the proposal on early redemption of “Baichuan convertible bonds”, and decided to exercise the conditional redemption right of “Baichuan convertible bonds” and redeem all “Baichuan convertible bonds” registered after the closing of the redemption registration date according to the face value of the bonds plus the accrued interest of the current period. The independent directors of the company expressed their independent opinions on this matter. 4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) the conditions for exercising the early redemption right of “Baichuan convertible bonds” have been established. The above matters have been deliberated and approved at the second meeting of the sixth board of directors and the second meeting of the sixth board of supervisors. The independent directors of the company have expressed their independent opinions on the matter and fulfilled the necessary decision-making procedures, Comply with the requirements of relevant laws and regulations such as the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange and the provisions of the Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) prospectus for public issuance of convertible corporate bonds.
In conclusion, the sponsor has no objection to Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) exercising the early redemption right of “Baichuan convertible bonds”.
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(there is no text on this page, which is the signature page of 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”) (sponsor representative:
Aihua Entertainment
Citic Securities Company Limited(600030) February 7, 2022
