Chuzhou Jiamei food packaging Co., Ltd
Suggestive announcement on the conversion of Jiamei 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 content tips:
1. Convertible bond to equity Code: 002969
2. Share conversion abbreviation: Jiamei Food Packaging (Chuzhou) Co.Ltd(002969)
3. Conversion price: 4.87 yuan / share
4. Start and end date of share conversion period: from February 14, 2022 to August 8, 2027
1、 Overview of the listing and issuance of convertible bonds
(I) issuance of convertible bonds
Approved by the reply on Approving the public issuance of convertible corporate bonds by Jiamei food packaging (Chuzhou) Co., Ltd. (zjxk [2020] No. 2301) of China Securities Regulatory Commission, Jiamei food packaging (Chuzhou) Co., Ltd. (hereinafter referred to as “the company”) publicly issued 7500000 convertible corporate bonds (hereinafter referred to as “convertible bonds”) with a face value of 100 yuan each and a total issuance amount of 750000000 yuan on August 9, 2021.
(II) listing of convertible bonds
With the consent of SZS [2021] No. 868 document of Shenzhen Stock Exchange, the company’s RMB 75 million convertible corporate bonds will be listed and traded on Shenzhen Stock Exchange from September 8, 2021. The bonds are referred to as “Jiamei convertible bonds” for short and the bond code is “127042”.
(III) convertible bonds to shares
According to the company’s prospectus for public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”) and other relevant provisions, the convertible bond conversion period of this issuance starts from the first trading day after the expiration of 6 months from the date of the issuance of convertible bonds (August 13, 2021, t + 4) to the maturity date of convertible bonds, That is, from February 14, 2022 to August 8, 2027 (in case of legal holidays or rest days, it will be extended to the first working day thereafter; the interest payment during the extended period will not be calculated separately).
2、 Relevant terms of convertible corporate bonds conversion
1. Issue quantity: 75 million yuan (7.5 million pieces)
2. Issuance scale: 75 million yuan
3. Face value: 100 yuan / piece
4. Bond interest rate: 0.30% in the first year, 0.50% in the second year, 1.00% in the third year, 1.50% in the fourth year, 1.80% in the fifth year and 2.00% in the sixth year.
5. Bond term: the term of this convertible corporate bond is 6 years from the date of issuance, i.e. from August 9, 2021 to August 8, 2027.
6. Term of share conversion: from February 14, 2022 to August 8, 2027 (in case of legal holidays or rest days, it will be extended to the first working day thereafter; the interest payment during the extended period will not be calculated separately).
7. Conversion price: 4.87 yuan / share
3、 Matters related to the declaration of convertible bonds and the conversion of corporate bonds into shares
(I) reporting procedures for share conversion
1. The declaration of share conversion shall be made by the bondholder 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 “Jiamei convertible bonds” in his account into the company’s shares. It is recommended that the convertible bond holder consult the securities company before reporting.
3. The minimum reporting unit of convertible bonds to shares is “Zhang”, the denomination of each 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. The shares to be converted by the holders of convertible bonds must be an integral multiple of one share. 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, in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments, cash the face balance of this part of convertible bonds and the corresponding accrued interest of the current period within five trading days after the date of share conversion.
4. This declaration of convertible bond trading takes precedence over the declaration of conversion of shares. If the amount of convertible bonds applied for conversion of shares by the holder of convertible bonds is greater than the amount of convertible bonds actually owned by him, he shall convert shares according to the amount actually owned by him, and the remaining part of the application shall be cancelled.
(II) reporting time of share conversion
The holders of convertible bonds may apply for the conversion of shares during the conversion period (i.e. from February 14, 2022 to August 8, 2027) during the normal trading hours of the trading day of Shenzhen Stock Exchange, except for the following hours:
1. The period during which the conversion of shares is stopped in accordance with the relevant provisions of the prospectus;
2. The period during which the company applies to stop the conversion of shares according to relevant regulations.
(III) freezing and cancellation of convertible 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 bonds of the holders of convertible bonds, increase the corresponding number of shares of the holders of convertible bonds, and complete the change registration.
(IV) listing date and rights and interests of new shares converted from convertible bonds to shares
Convertible bonds purchased on the same day can be reported to be converted into shares on the same day. The newly added shares of convertible bonds can be listed and circulated on the next trading day after the conversion. The new shares converted from convertible bonds to shares enjoy the same rights and interests as the original shares.
(V) relevant taxes in the process of share conversion
In case of any relevant taxes during the conversion of convertible bonds into shares, the taxpayers shall bear them by themselves.
(VI) ownership of annual interest of share conversion
The interest payment method of convertible corporate bonds is once a year, and the starting date of interest calculation is the first day of issuance of convertible corporate bonds.
Interest payment date: the interest payment date of each year 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.
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 that apply for conversion into the company’s shares before the registration date of interest paying creditor’s rights (including the registration date of interest paying creditor’s rights), the company will no longer pay the interest of this interest year and subsequent interest years to its holders.
The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders.
4、 Adjustment of convertible bond to share price
(I) initial conversion price
The initial conversion price of convertible bonds issued this time is 4.87 yuan / share, Not less than the average trading price of the company’s shares on the 20 trading days before the announcement date of the prospectus (if there has been a stock price adjustment due to ex right and ex dividend within the 20 trading days, the price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) and the average trading price of the company’s shares on the previous trading day.
Where: the average trading price of the company’s shares in the first 20 trading days = the total trading volume of the company’s shares in the first 20 trading days / the total trading volume of the company’s shares in the 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.
(II) adjustment method and calculation formula of share conversion price
After this issuance, when the company’s shares change due to the distribution of stock dividends, conversion to share capital, additional issuance of new shares or allotment of shares, and distribution of cash dividends (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), the conversion price will be adjusted according to the following formula (retain 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 above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish the announcement of the resolution of the board of directors on the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment, adjustment measures and the period of suspension of conversion (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 and the relevant provisions of the securities regulatory department at that time.
(III) downward correction of share conversion price
1. Revision authority and revision 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 30 consecutive 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 shareholders’ meeting 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 higher one between the average trading price of the company’s shares 20 trading days before the date of the shareholders’ meeting and the average price of the previous trading day. At the same time, the revised conversion price shall not be lower than the latest audited net asset value per share and stock par value.
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. Amendment procedure
If the company decides to revise the conversion price downward, the company will publish the announcement of the resolution of the general meeting of shareholders on the information disclosure newspapers and Internet websites designated by the CSRC, announcing the correction range, equity registration date and the period of suspension of conversion. 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 share conversion price is on or after the application date of share conversion and before the registration date of share conversion, such share conversion application shall be executed according to the corrected share conversion price.
(IV) how to determine the number of shares to be converted and how to deal with the amount of less than one share at the time of conversion
When the holders of convertible corporate bonds 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 total face value of convertible corporate bonds applied for share conversion by the holders of convertible corporate bonds; P refers to the conversion price effective on the date of application for conversion.
The shares applied for conversion by the bondholders of convertible companies must be integer shares. After the convertible bondholders apply for share conversion, for the balance of the remaining convertible corporate bonds that are not enough to be converted into one share, the company will pay the face value and interest of this part of convertible corporate bonds in cash within 5 trading days after the convertible bondholders convert their shares in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments.
5、 Redemption terms and resale terms of convertible bonds
(I) redemption terms
1. Terms of redemption at maturity
Within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem all the convertible bonds not converted into shares from investors at the price of 112% (including the last interest) of the face value of the convertible corporate bonds.
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 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 at least 15 trading days in any 30 consecutive trading days is not less than 130% (including 130%) of the current conversion price;
(2) 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.
Ia: interest accrued in the current period;
B: Refers to the total face value of convertible corporate bonds to be redeemed 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).
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.
(II) resale clause
1. Conditional resale clause
In the last two interest bearing years of the convertible corporate bonds issued this time, if the closing price of the company’s shares on any consecutive 30 trading days is lower than 70% of the current conversion price, the convertible corporate bond holders have the right to resell all or part of the convertible corporate bonds held by them to the company at the price of face value plus the current accrued interest.
If the conversion price has occurred within the above trading days, due to the occurrence of bonus shares, conversion of share capital and additional issuance of new shares (excluding
