Securities code: 300059 securities abbreviation: China Stock Market News Announcement No.: 2022-014 bond Code: 123111 bond abbreviation: dongcaizhuan 3
East Money Information Co.Ltd(300059)
The sixth suggestive announcement on the implementation of "Dongcai Zhuan 3" redemption
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.
Special tips:
1. "Dongcaizhuan 3" (bond Code: 123111) redemption price: 100.18 yuan / piece (bond face value plus current accrued interest (including tax), current interest rate is 0.20%), and the redemption price after tax shall be subject to the price approved by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as "settlement company"). 2. Stop trading and share conversion date: March 1, 2022
3. Redemption date: March 1, 2022
4. Arrival date of the issuer's funds (to the account of the clearing company): March 4, 2022
5. Arrival date of redemption money of investors: March 8, 2022
Important risk tips:
1. "Dongcai Zhuan 3" will stop trading, stop share conversion, be redeemed in advance and delisted
According to the arrangement, "dongcaizhuan 3", East Money Information Co.Ltd(300059) (hereinafter referred to as "the company") which has not been converted into shares after the closing of the market on February 28, 2022 will be forcibly redeemed at the price of 100.18 yuan / piece. After this redemption, dongcaizhuan 3 will be delisted in Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"). At present, the secondary market price of "Dongcai Zhuan 3" is quite different from the redemption price. If investors fail to convert shares in time, they may face losses. In particular, bondholders are reminded to pay attention to converting shares within the time limit.
2. "Dongcai Zhuan 3" held by investors who have not opened the gem trading authority cannot be converted into shares
If the bondholders of "Dongcai Zhuan 3" convert their shares, they need to open the trading authority of gem. Investors who do not meet the requirements for the appropriateness management of GEM stocks and do not open the trading authority of gem cannot convert their "Dongcai Zhuan 3" into shares. Investors are reminded to pay attention to the risk of not being able to convert shares.
3. The trading day of "Dongcai Zhuan 3" may be advanced
According to relevant regulations, if the circulating face value of "Dongcai Zhuan 3" is less than 30 million yuan, the trading will be stopped three trading days after the company issued the relevant announcement. Therefore, the actual trading time of "Dongcai Zhuan 3" may be advanced. Please pay attention to the announcement of the company in time.
4. The pledged or frozen "Dongcai Zhuan 3" may not be able to convert into shares
If the "Dongcai Zhuan 3" held by the bondholder is pledged or frozen, it is recommended to lift the pledge and freeze before the date of stopping trading and share conversion, so as to avoid being redeemed due to failure to convert shares.
1、 Overview of redemption
1. Trigger redemption
On April 7, 2021, the company issued 158 million convertible corporate bonds "Dongcai Zhuan 3" to unspecified objects, with a face value of 100 yuan each and a total issuance amount of 15.8 billion yuan. The initial share conversion price of "Dongcai Zhuan 3" is 28.08 yuan / share. Due to the implementation of the equity distribution plan in 2020, the share conversion price will be adjusted to 23.35 yuan / share from May 27, 2021 (ex right and ex dividend date).
"Dongcai Zhuan 3" entered the stock conversion period on October 13, 2021, and triggered the conditional redemption clause for the first time on November 2, 2021. On the same day, the company held the 18th meeting of the Fifth Board of directors and decided not to exercise the early redemption right of "Dongcai Zhuan 3" and not to redeem "Dongcai Zhuan 3" in 2021.
Recalculated on the first trading day after January 1, 2022, the closing price of the company's shares for 15 consecutive trading days from January 4, 2022 to January 24, 2022 shall not be lower than 130% (30.36 yuan / share) of the current conversion price (23.35 yuan / share), There are no conditions stipulated in the prospectus for the issuance of "convertible bonds" (hereinafter referred to as "300059" in the prospectus). The 19th meeting of the 5th board of directors of the company deliberated and approved the proposal on redemption of all issued convertible corporate bonds, and decided to exercise the redemption right of "dongcaizhuan 3" and redeem all "dongcaizhuan 3" registered on the redemption registration date at the price of face value of convertible bonds plus accrued interest in the current period.
2. Redemption clause
According to "(2) conditional redemption terms" in "(x) 11. Redemption terms" of "(XI) main terms of this offering" of "II. Overview of this offering" in Section II of the prospectus:
During the period of convertible bonds to shares, if the closing price of the company's shares for at least 15 consecutive trading days is not less than 130% (including 130%) of the current conversion price, the company has the right to redeem all or part of the convertible bonds that have not been converted into shares at the price of the face value of the convertible bonds plus the accrued interest of the current period. The redemption period of this convertible bond is the same as the conversion period, that is, from the first trading day six months after the date of issuance to the maturity date of this convertible bond.
The calculation formula of current accrued interest is: ia = B × i × t / 365
Ia: interest accrued in the current period;
i: Refers to the coupon rate of this convertible bond in the current year;
t: Refers to the number of interest days, that is, the actual calendar days from the last interest 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, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment day, and according to the adjusted conversion price and closing price on the adjustment day and subsequent trading days.
In addition, when the balance of the convertible bonds not converted into shares is less than RMB 30 million, the board of directors of the company (or the person authorized by the board of directors) has the right to decide to redeem all the convertible bonds not converted into shares at the price of face value plus accrued interest for the current period.
2、 Redemption implementation arrangement
1. Redemption price
According to the provisions on conditional redemption in the prospectus, the redemption price of "Dongcai Zhuan 3" is 100.18 yuan / piece. The calculation process is as follows:
The calculation formula of current accrued interest is: ia = B × i × T / 365, in which: interest days: the actual calendar days from the start date of interest calculation (April 7, 2021) to the redemption date of this interest year (March 1, 2022) are 328 days (the beginning does not count the end).
Current interest ia = b × i × t/365=100 × 0.20% × 328 / 365 = 0.18 yuan / piece
Redemption price = face value of bonds + current interest = 100.18 yuan / piece
The tax deduction of investors' bond interest income is described as follows:
According to the individual income tax law of the people's Republic of China and other relevant tax regulations and documents, individual investors in corporate convertible bonds (including securities investment funds) shall pay individual income tax on bond interest income, and the tax rate is 20% of the interest amount.
For non resident enterprises such as qualified foreign institutional investors holding current convertible bonds (the meaning is the same as the enterprise income tax law of the people's Republic of China), According to the notice of the Ministry of Finance and the State Administration of Taxation on the policies of income tax and value-added tax for enterprises invested by overseas institutions in the domestic bond market (CS [2018] No. 108) and the notice of the Ministry of Finance and the State Administration of Taxation on the continuation of the policies of income tax and value-added tax for enterprises invested by overseas institutions in the domestic bond market (Notice No. 34 of the Ministry of Finance and the State Administration of Taxation in 2021), From November 7, 2021 to December 31, 2025, the bond interest income obtained by overseas institutions investing in the domestic bond market will be temporarily exempted from corporate income tax and value-added tax. According to the enterprise income tax law of the people's Republic of China and other relevant tax regulations and documents, the income tax on bond interest of resident enterprises holding convertible bonds shall be paid by themselves.
2. Redemption object
All "Dongcai Zhuan 3" registered after the closing of the market on February 28, 2022.
3. Redemption procedure and schedule
(1) Within 5 trading days after meeting the redemption conditions for the first time, the company shall publish at least three redemption announcements on the website of Shenzhen Stock Exchange and the information disclosure media meeting the conditions specified by the CSRC to inform the holders of "dongcaizhuan 3" about the redemption.
(2) February 28, 2022 is the last trading day and stock conversion day of "Dongcai Zhuan 3". According to relevant regulations, if the circulating face value of "Dongcai Zhuan 3" is less than 30 million yuan, the trading will be stopped three trading days after the company issued the relevant announcement. Therefore, the actual trading time of "Dongcai Zhuan 3" may be advanced. Please pay attention to the announcement of the company in time.
(3) March 1, 2022 is the redemption date of "Dongcai Zhuan 3". From March 1, 2022, "Dongcai Zhuan 3" will stop trading and share conversion. After the completion of this early redemption, "Dongcai Zhuan 3" will be delisted in Shenzhen Stock Exchange.
(4) March 4, 2022 is the company's payment date for the redemption of "dongcaizhuan 3", and March 8, 2022 is the date when the redemption reaches the capital account of "dongcaizhuan 3" holders. At that time, the redemption of "dongcaizhuan 3" will be directly transferred to the capital account of "dongcaizhuan 3" holders through Convertible Bond Custody brokers.
(5) The company will disclose the announcement of redemption results and the announcement of delisting of convertible bonds on the website of Shenzhen Stock Exchange and the information disclosure media meeting the conditions stipulated by the CSRC within 7 trading days after the redemption.
3、 The actual controllers, controlling shareholders, shareholders holding more than 5%, directors, supervisors and senior managers of the company have traded "Dongcai Zhuan 3" within six months before the redemption conditions are met
Within six months before the redemption conditions of "Dongcai Zhuan 3" are met (i.e. from July 24, 2021 to January 24, 2022), the actual controllers, controlling shareholders, shareholders holding more than 5%, directors, supervisors and senior managers of the company trade "Dongcai Zhuan 3" as follows:
The actual controller, controlling shareholder and chairman of the company sold 32507283 "Dongcai Zhuan 3"; In fact, Ms. Lu Lili and Mr. Shen Yougen, who acted in concert, sold 3894593 and 2012814 copies of "Dongcai Zhuan 3" respectively; Ms. Huang Jianhai, director, deputy general manager, chief financial officer and Secretary of the board of directors of the company, sold 10 "Dongcai Zhuan 3"; Mr. Bao Yiqing, chairman of the board of supervisors of the company, sold 1621870 "Dongcai Zhuan 3"; Mr. Cheng Lei, deputy general manager of the company, sold 150300 "Dongcai Zhuan 3".
4、 Other matters to be explained
1. If the holder of "Dongcai Zhuan 3" handles the matter of share conversion, it must report the share conversion through the securities company hosting the bonds. It is recommended that bondholders consult the securities company of the account before applying for the specific share conversion operation.
2. There is one application unit for convertible bonds to shares, one of which has a face value of 100 yuan, and the minimum unit converted into shares is one share; In case of multiple applications for share conversion within the same trading day, the number of shares converted will be calculated together. For the convertible bonds that are not enough to convert one share at the time of share conversion, the company will pay the face value of the convertible 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.
3. Convertible bonds purchased on the same day may apply for share conversion on the same day. New shares can be converted into tradable shares on the next trading day. The new shares converted from convertible bonds to shares enjoy the same rights and interests as the original shares.
5、 Consultation mode
Consulting department: Secretary Office of the board of directors of the company
Tel.: 021-54660526
6、 Documents for future reference
1. East Money Information Co.Ltd(300059) resolution of the 19th meeting of the 5th board of directors
2. East Money Information Co.Ltd(300059) resolution of the 15th meeting of the 5th board of supervisors
3. Independent opinions of independent directors on relevant matters
4. Legal opinion of Guohao law firm (Shanghai) on East Money Information Co.Ltd(300059) exercising the early redemption right of "Dongcai Zhuan 3"
5. China International Capital Corporation Limited(601995) verification opinions on East Money Information Co.Ltd(300059) exercising the early redemption right of "Dongcai Zhuan 3"
It is hereby announced.
East Money Information Co.Ltd(300059) board of directors February 8, 2002
