The fifth suggestive announcement on redemption of “Aorui convertible bonds”
Org Technology Co.Ltd(002701) (” Org Technology Co.Ltd(002701) ” or “the company”, “the company”) and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions. Special tips:
1. Registration date of redemption of “Aorui convertible bonds”: February 28, 2022 (Monday)
2. Redemption date of “Aorui convertible bonds”: March 1, 2022 (Tuesday)
3. Redemption price of “Aorui convertible bonds”: 100.05 yuan / piece (including the current accrued interest, the current annual interest rate is 1.00%, and the current interest includes tax)
4. “Orry convertible bonds” stop trading and share conversion date: March 1, 2022 (Tuesday)
5. Fund arrival date (to the account of the clearing company): March 4, 2022 (Friday)
6. Arrival date of redemption money of investors: March 8, 2022 (Tuesday)
7. Redemption category: full redemption
8. Risk tips:
(1) The trading of “Aorui convertible bonds” is planned to stop on March 1, 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 “Aorui convertible bonds” is less than 30 million yuan, the trading will stop three trading days after the company issues the relevant announcement. Therefore, the trading time of “Aorui convertible bonds” may be advanced, At that time, the majority of investors are kindly requested to pay timely attention to the announcement on the suspension of trading of “Aorui convertible bonds” issued by the company.
(2) According to the arrangement, the “Aorui convertible bonds” that have not been converted into shares after the closing of the market on February 28, 2022 will be forcibly redeemed at the price of 100.05 yuan / piece. The bondholders of “Aorui convertible bonds” are reminded to pay attention to converting shares within the time limit. 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; After this redemption, the “Aorui convertible bonds” will be delisted in Shenzhen Stock Exchange. If the “Aorui convertible bonds” held by the holder are pledged or frozen, it is suggested to release the pledge or freeze before the date of suspension of trading and stock conversion, so as to avoid being forced to redeem due to the inability to convert shares.
On January 24, 2022, the company held the first meeting of the Fourth Board of directors in 2022, deliberated and passed the proposal on early redemption of “orry convertible bonds”, which triggered the conditional redemption terms agreed in the prospectus for public issuance of convertible corporate bonds (hereinafter referred to as the prospectus), The board of directors of the company agreed to exercise the early redemption right of “orri convertible bonds”. The matters related to the early redemption of “Aorui convertible bonds” are announced as follows: I. Basic information of convertible bonds
With the approval of “zjxk [2019] No. 2700” document of China Securities Regulatory Commission, Org Technology Co.Ltd(002701) publicly issued 10.868 million convertible corporate bonds on February 11, 2020, with a face value of 100 yuan each and a total issuance amount of 108.68 million yuan.
With the consent of SZS [2020] No. 137 document of Shenzhen Stock Exchange, the company’s 1086.8 million yuan convertible corporate bonds have been listed and traded in Shenzhen Stock Exchange since March 16, 2020. The bonds are referred to as “Aorui convertible bonds” for short and the bond code is “128096. SZ”.
According to relevant regulations and the prospectus, the conversion period of “Aorui convertible bonds” is from the first trading day after the expiration of six months from the date of issuance to the maturity date of convertible bonds (i.e. August 17, 2020 to February 11, 2026). The initial conversion price is 4.70 yuan / share.
In June 2020, the company implemented the 2019 annual profit distribution plan, and the conversion price of “Aorui convertible bonds” was adjusted from the original 4.70 yuan / share to 4.64 yuan / share. For details, the company published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on June 12, 2020（ http://www.cn.info.com.cn. ）Announcement on the price adjustment of convertible corporate bonds (2020-lin 056).
In October 2020, the company implemented the profit distribution plan for the half year of 2020, and the conversion price of “Aorui convertible bonds” was adjusted from the original 4.64 yuan / share to 4.52 yuan / share. For details, the company published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on October 14, 2020（ http://www.cn.info.com.cn. ）Announcement on the price adjustment of convertible corporate bonds (2020-lin091).
The third 2020 meeting of the Fourth Board of directors and the third 2020 meeting of the Fourth Board of supervisors held on October 28, 2020 and the third 2020 extraordinary general meeting of shareholders held on November 16, 2020 were reviewed and approved The proposal on terminating the implementation of the 2019 restricted stock incentive plan and repurchasing and canceling all restricted shares granted but not yet lifted the restrictions on sales. In December 2020, the restricted shares repurchased by the company had gone through the cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The conversion price of “Aorui convertible bonds” shall be adjusted accordingly, from the original 4.52 yuan / share to 4.54 yuan / share. For details, the company published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on December 3, 2020（ http://www.cn.info.com.cn. ）Announcement on the price adjustment of convertible corporate bonds (2020-lin No. 107).
In June 2021, the company implemented the 2020 annual profit distribution plan, and the conversion price of “Aorui convertible bonds” was adjusted from the original 4.54 yuan / share to 4.50 yuan / share. For details, the company published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on June 2, 2021（ http://www.cn.info.com.cn. ）Announcement on the price adjustment of convertible corporate bonds (No. 2021-lin 039). 2、 Overview of this redemption
1. Redemption terms
According to the prospectus, the redemption terms are as follows:
(1) Maturity redemption clause
Within 5 trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem all the convertible bonds that have not been converted into shares at the price of 110% of the face value of the convertible bonds (including the annual interest of the last period).
(2) Conditional redemption clause
During the conversion period of convertible corporate bonds issued this time, in case of any of the following two situations, 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 bond face value plus accrued interest in the current period:
A: 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; B: 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 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.
2. Trigger redemption
The closing price of the company’s shares for 15 consecutive trading days from January 4, 2022 to January 24, 2022 is not lower than 130% (including 130%) of the current share conversion price of “Aorui convertible bonds”, which has triggered the conditional redemption terms agreed in the prospectus.
On January 24, 2022, the first meeting of the Fourth Board of directors of the company in 2022 and the first meeting of the Fourth Board of supervisors of the company in 2022 deliberated and adopted the proposal on early redemption of “Aorui convertible bonds”, believing that the early redemption of “Aorui convertible bonds” by the company is conducive to optimizing the capital structure of the company and does not harm the interests of the company and shareholders. Therefore, it is agreed that the company will exercise the right of early redemption of “orri convertible bonds” and redeem all the “orri convertible bonds” that have not been converted into shares registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the redemption registration date at the price of bond face value plus accrued interest in the current period. 3、 Redemption implementation arrangement
1. Redemption price and basis
According to the prospectus, the annual interest payment date of “Aorui convertible bonds” is the date of each full year from the first date of issuance of convertible corporate bonds issued this time. If the day is a legal holiday or rest day, it shall be postponed to the next working day without additional interest. The interest year is between two adjacent interest payment days. The first interest payment period of the company is from February 11, 2020 to February 10, 2021, and the interest payment date is February 18, 2021. The interest from February 11, 2021 to February 10, 2022 will be paid at the interest rate of 0.80% for the second year on February 11, 2022.
According to the agreement on conditional redemption in the prospectus, the redemption price of “Aorui convertible bonds” is 100.05 yuan / piece. The calculation process is as follows:
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 held by the holders of convertible corporate bonds issued this time; I is the coupon rate of convertible corporate bonds of 1.00% in the current year;
T is the number of interest days, that is, the actual calendar days from the last interest payment date (February 11, 2022) to the redemption date of this interest year (March 1, 2022) are 18 days (the beginning does not count the end).
Calculation process of redemption price: 100 + 100 * 1.00% * 18 / 365 = 100.05 yuan / piece
For individual investors and bondholders of securities investment funds who hold “Aorui convertible bonds”, 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 does not withhold and pay income tax, and the actual redemption price of each bond after deduction is 100.04 yuan; For qualified foreign investors (QFII and rqfii) holding “Aorui convertible bonds”, according to the announcement on the continuation of enterprise income tax and value-added tax policies for overseas institutions investing in domestic bond market (Announcement No. 34 of the State Administration of Taxation of the Ministry of Finance in 2021), from November 7, 2021 to December 31, 2025, The bond interest income obtained by overseas institutions investing in the domestic bond market is temporarily exempted from enterprise income tax and value-added tax, and the redemption price of each is 100.05 yuan; For other bondholders holding “Aorui convertible bonds”, they shall pay bond interest income tax by themselves, and the redemption price of each bond is 100.05 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 February 28, 2022, all holders of “Aorui convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
3. Redemption procedures and schedule (1) the company will issue a redemption reminder announcement at least once every five trading days after meeting the redemption conditions to inform the holders of “orri convertible bonds” of the relevant matters of this redemption.
(2) From March 1, 2022, “Aorui convertible bonds” will stop trading.
(3) The redemption date is February 2021. The company will fully redeem the “orry convertible bonds” registered after the closing of the market as of the redemption registration date (the trading day before the redemption date: February 28, 2022). Since March 1, 2022, “Aorui convertible bonds” has stopped converting shares. March 1, 2022 is the redemption date of “Aorui convertible bonds”. After this early redemption, the “Aorui convertible bonds” will be delisted in Shenzhen Stock Exchange.
(4) March 4, 2022 is the arrival date of the issuer’s (company’s) funds.
(5) March 8, 2022 is the date when the redemption money reaches the capital account of the holder of “Aorui convertible bonds”. At that time, the redemption money of “Aorui convertible bonds” will be directly transferred to the capital account of the holder of “Aorui convertible bonds” through the Convertible Bond Custody broker. (6) The company will publish the announcement of redemption results and the announcement of delisting of convertible bonds on the qualified information disclosure media within 7 trading days after the redemption. 4、 Other instructions
1. “Aorui convertible bonds” will stop trading from March 1, 2022 and will stop converting shares from March 1, 2022. However, if the circulating face value of “Aorui 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 “Aorui convertible bonds” may be advanced. In addition, during the trading hours of the trading day of Shenzhen Stock Exchange from the release date of the redemption announcement of “Aorui convertible bonds” to the redemption date, “Aorui convertible bonds” can be traded and converted into shares normally.
2. If the holder of “Aorui convertible bonds” handles the conversion of shares, he 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.
